UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K/A






Annual Report
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934



For
the fiscal year ended:

December
31, 2018

Commission
file number: 001-35302

Entegra
Financial Corp.

(Exact
name of registrant as specified in its charter)

|                                             |                                         
|-------------------------------------------- | ----------------------------------------
|North
    Carolina                           | 45-2460660                              
|(State
    of incorporation)                 | (I.R.S.
    Employer Identification No.)
|                                             |                                         
|14
    One Center Court,                     |                                         
|Franklin,
    North Carolina                 | 28734                                   
|(Address
    of principal executive offices) | (Zip
    Code)                          

(828) 524-7000

(Registrant’s
telephone number, including area code)



Securities registered
pursuant to Section 12(b) of the Act:



|Title
                                         of each class |  | Name
                                         of each exchange on which registered
|------------------------------------------------------------ |  | ----------------------------------------------------------------------------------
|Common
    stock, no par value per share                     |  | NASDAQ
    Global Market                                                          



Securities registered
pursuant to section 12(g) of the Act:None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o Nox

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o Nox

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.   YesxNo o

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). YesxNo o



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check One)



|Large
    accelerated filer o | Accelerated
    filerx | Non-accelerated
    filer o | Smaller
    reporting company o | Emerging
    growth companyx
|----------------------------- | ---------------------- | --------------------------- | ------------------------------- | ----------------------------



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o Nox



As of June 30, 2018, the aggregate
market value of the registrant’s common stock held by non-affiliates of the registrant was $201.9 million. On March 9, 2019,
6,919,212 shares of the registrant’s common stock (no par value), were issued and outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



None.









EXPLANATORY
NOTE

Entegra
Financial Corp. (the “Company” or “Entegra”) is filing this Amendment No. 1 on Form 10-K/A to amend
its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (“Amendment No. 1”), as
filed with the Securities and Exchange Commission (“SEC”) on March 14, 2019 (the “Original Filing”),
to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously
omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced
items to be incorporated in the Form 10-K by reference from the Company’s definitive proxy statement if such statement is
to be filed no later than 120 days after the Company’s fiscal year ended December 31, 2018. Given the expected timing
for the completion of the merger between the Company and First Citizens BancShares, Inc., announced on April 24, 2019, the Company
does not intend to file a definitive proxy statement within 120 days of its fiscal year ended December 31, 2018.

As required
by Rule 12b-15 under Securities Exchange Act of 1934, as amended, Items 10 through 14 of Part III of the Original Filing are hereby
amended and restated in their entirety. In addition, the Exhibit Index in Item 15 of Part IV of the Original Filing is hereby
amended to include currently dated certificates of the Company’s principal executive officer and principal financial officer
as exhibits to this Amendment No. 1.

Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date
of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred
at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction
with the Company’s filings with the SEC subsequent to the date of the Original Filing.

2







TABLE
OF CONTENTS

|                                                                                                        | Page
    No.
|------------------------------------------------------------------------------------------------------- | ------------
|PART III                                                                                                | 4           
|Item 10. Directors, Executive Officers and Corporate Governance                                         | 4           
|Item 11. Executive Compensation                                                                         | 8           
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 16          
|Item 13. Certain Relationships and Related Transactions, and Director Independence                      | 18          
|Item 14. Principal Accounting Fees and Services                                                         | 19          
|PART IV                                                                                                 | 19          
|Item 15. Exhibits, Financial Statement Schedules                                                        | 19          
|Item 16. Form 10-K Summary                                                                              | 19          

3







PART III



Item 10.    Directors
and Executive Officers of the Registrant



Our
bylaws, as amended and restated (the “Bylaws”), provide for a board of directors consisting of not less than five
nor more than 20 directors, the exact number to be determined by resolution of a majority of the board of directors of the
Company (the “Board”) or by resolution properly adopted by the shareholders at a shareholders’ meeting. The
Board has set the number of directors at 11. There are no family relationships between any director and executive officers of
the Company.

The members of the Board and the
executive officers of the Company are identified below.



Ronald
D. Beale - Director (age 63), is President of Beale Construction, Inc., a construction firm based in Franklin, North Carolina,
which has been in business since 1980. Mr. Beale has been a member of our Board and the board of directors of Entegra Bank, a
wholly owned subsidiary of the Company (the “Bank”), since 2002. He is also President of LeRon, LLC, which owns and
operates a variety of storage units and a convenience store in Franklin. Mr. Beale was elected as a County Commissioner for Macon
County in 2005, and was re-elected in 2010 and 2014. He is a member and Past President of The Franklin Daybreak Rotary Club. He
is also Past President of the North Carolina Association of County Commissioners. Mr. Beale was also selected as “Commissioner
of the Year in North Carolina” for 2013. We believe that Mr. Beale’s business experience as well as his involvement
in the community in which we conduct our business, qualify him to serve as one of our directors.

Louis
E. Buck, Jr. - Director(age
70) is a retired business executive and former Dean of the College of Business at Western Carolina University. Previously he was
the Wesley Elingburg Distinguished Professor of Business Innovation and the Director of the Center for Entrepreneurship and Innovation
(CEI) in the College of Business at Western Carolina University. Dr. Buck has been a member of our Board and the board of directors
of the Bank (the “Bank Board”) since 2012. Dr. Buck has more than 25 years of business experience in the areas of
finance, accounting, risk management and information systems. His last industry position was that of Chief Financial Officer for
the competitive businesses of Consolidated Edison, Inc. in New York. He had served as the senior director of the Business Solutions
practice for Walker Interactive Systems, Inc., the Chief Accounting Officer for Entergy Corporation, Chief Financial Officer for
the North Carolina Electric Membership Corporation and in various management capacities at TXU Corporation. He has a B.S. degree
from the United States Naval Academy, an MBA from the University of Houston / CLC and a Ph. D. (Finance) from Texas A&M University.
We believe that Dr. Buck’s business and academic experience qualifies him to serve as one of our directors.

Adam
W. Burrell, M.D. - Director(age
49) is a Board Certified Family Physician currently practicing in Franklin, North Carolina. Dr. Burrell has been a member of our
Board and the Bank Board since 2010. He has a B.S. degree from Wake Forest University and a M.D. degree from Wake Forest School
of Medicine. After completing his residency in Family Medicine, Dr. Burrell completed a Fellowship in Obstetrics at the University
of Alabama. He is a member of the American Academy of Family Physicians. He has served as Chief of Staff for Angel Medical Center
and is involved in numerous community activities, including coaching youth basketball. We believe that Dr. Burrell’s management
experience qualifies him to serve as one of our directors.

R.
Matt Dunbar – Director (age 42) is Co-Founder and Managing Director of VentureSouth, a leading angel investment firm
that manages more than a dozen angel investor groups and funds across the Carolinas. In his role, Mr. Dunbar oversees the strategy
and operations of the network, which has deployed more than $31 million in more than 60 Southeastern startup companies. Mr. Dunbar
has been a member of our Board and the Bank Board since 2015. Mr. Dunbar also serves on the Board of Directors of the Angel Capital
Association, two VentureSouth portfolio companies and Junior Achievement of Upstate South Carolina. We believe that Mr. Dunbar’s
business experience as well as his involvement in the community in which we conduct our business, qualify him to serve as one
of our directors.

4







Charles
M. Edwards - Director(age 58) is President and founder of C. Edwards Group, Inc. His company has existed for 21 years
as the operating company of McDonald’s Restaurants in Henderson, Transylvania and Haywood Counties. Mr. Edwards has been
a member of our Board and the Bank Board since 2013. He is also the principal and managing member of Better Property Solutions,
LLC and Wilson-Edwards Holdings, LLC, which are real estate management and holding companies. He studied business at Blue Ridge
Community College and the University of North Carolina at Asheville and has extensive business management experience. Prior to
starting his own companies, he served with McDonald’s Corporation as a consultant to hundreds of small business owners,
with expertise in franchising, finance, operations, marketing, human resources, and site development. He served as President of
McDonald’s Owner’s advertising association. In 2016, he was elected to the North Carolina Senate, where he serves
on committees for Appropriations, Economic Development and Global Engagement Oversight, Commerce & Insurance, Information
Technology Oversight, Revenue Laws, Pensions and Retirement, and the Study Commission on Efficiency and Cost-Savings. He is actively
involved in the communities served by his businesses, served as Chairman of the Henderson County Chamber of Commerce, as a Board
member of the Henderson County Community Foundation, and serves on the Board of Directors for the Daniel Boone Boy Scout Council.
He chaired the City of Hendersonville’s Business Advisory Committee and served on the Henderson County Planning Board. We
believe his broad level of business experience and strong sense of community qualify him to serve as one of our directors.

Craig
A. Fowler - Director(age 62)
is the Chief Information Officer (CIO) and member of the Executive Council at Western Carolina University (WCU), a campus in the
University of North Carolina system, with an enrollment of over 11,500 students. Mr. Fowler has been a member of our Board and
the Bank Board since 2016. He has a bachelor’s degree in applied mathematics from the University of West Florida and an
MBA from the University of Dallas. He has over 25 years of experience working with Fortune 500 companies including as Vice President
of IT at Corning Cable Systems, Director of Information Technology Operations Center for Dell Computer Corp., Senior Director
at Raytheon Company, and Business CIO for Texas Instruments Defense Systems and Electronics Group. In 2004, with reappointments
in 2007 and 2010, Mr. Fowler was appointed by Governors Mike Easley and Beverly Purdue as a Commissioner to the e-NC Authority,
which was a state effort to link all North Carolinians to the Internet. He was also a member of the Board of Directors of the
NC Technology Association from 2002 to 2009. We believe that Mr. Fowler’s business and management experience, as well as
his information technology expertise, qualify him to serve as a one of our directors.

Jim
M. Garner - Director(age 66)
is an insurance agent with The Wayah Insurance Group, Inc., an independent insurance agency based in Franklin, North Carolina.
Mr. Garner has been a member of our Board and the Bank Board since 2006. Mr. Garner has been an independent insurance agent for
over 30 years, managing a variety of commercial and personal accounts as well as serving as a partner in various real estate investments.
We believe that Mr. Garner’s business experience and his connections within our business community qualify him to serve
as one of our directors.

Fred
H. Jones – Director and Chairman of the Board(age
54) is President of Jones, Key, Melvin & Patton, P.A., a Franklin law firm founded by his great-grandfather in 1878. Mr. Jones
has been a member of our Board and the Bank Board since 2005. Jones was a Morehead Scholar at the University of North Carolina-Chapel
Hill (1987). He has served as Chairman of the Board of Trustees of Angel Medical Center, and on the Boards of Directors of the
Rabun Gap Nacoochee School, the Franklin Area Chamber of Commerce, Macon County Habitat for Humanity, and the Little Tennessee
Watershed Association. Mr. Jones’ great-uncle was a founder of the Bank. We believe that Mr. Jones’ legal background
and prior experience as a director qualify him to serve as one of our directors.

Douglas
W. Kroske - Director(age 65)
is a retired business executive and former Chief Investment Officer for RBC Liberty Insurance, the U.S. based insurance subsidiary
of the Royal Bank of Canada. Previously, he was President of Liberty Capital Advisors, an investment advisory firm that is registered
with the SEC. Mr. Kroske has been a member of our Board and the Bank Board since November 2017. He has more than 35 years of investment
and risk management experience and is a Chartered Financial Analyst (CFA). Mr. Kroske currently serves as Treasurer and as a member
of the Board of Directors of the Community Foundation of Greenville. He has a B.S. degree from Clemson University and a MBA degree
from the University of South Carolina. We believe that Mr. Kroske’s business experience and his connections within
our business community qualify him to serve as one of our directors.

5







Beverly
W. Mason - Director (age 67) is owner of Mountain Property Investments, LLC of Franklin, NC; she is a broker with Lamplighter
Realty, Inc. and previous owner. She is managing partner of Bryson Investments, LLC, owner of commercial rental property; she
is managing partner of Pantherview, LLC, which owns and operates residential rental property. Mrs. Mason has been a member of
our Board and Bank Board since 2007. Mrs. Mason has served as President of Franklin Board of Realtors; she chaired the Macon County
Planning Board and Franklin Tourism Development Committee; served on County Economic Development and Board of Adjustments and
has served as a member on other Boards. We believe that Mrs. Mason’s business and management experience, as well as her
knowledge of the residential and commercial real estate industry in the communities in which we operate, qualify her to serve
as one of our directors.

Roger
D. Plemens – Director and President & Chief Executive Officer(age 63). Mr. Plemens, who became President
and Chief Executive Officer (the “CEO”) of the Company and the Bank in 2004, has served the Bank in various capacities,
including mortgage officer, manager of mortgage lending, and Chief Lending Officer since joining the Bank in 1978. Mr. Plemens
has been a member of our Board and the Bank Board since 2004. Mr. Plemens currently serves on the Boards of the North Carolina
Bankers Association and Macon County Economic Development Commission. Mr. Plemens previously served on the Board of Trustees of
Angel Medical Center and the Western Carolina University Foundation. We believe that Mr. Plemens’ 41 years of banking experience,
as well as his leadership experience, qualify him to serve as one of our directors.

David
A. Bright, CPA – Executive Vice President and Chief Financial Officer and Treasurer(age 48). Mr. Bright is responsible for the accounting, financial reporting,
asset liability management, investor relations and treasury functions and is also actively involved in merger and acquisition
activities. Prior to joining us in 2013, Mr. Bright was a partner with KPMG LLP, specializing in the Financial Services industry.
Mr. Bright joined KPMG LLP in 1992 and served in various capacities in the Greenville, South Carolina; Harrisburg, Pennsylvania;
Richmond, Virginia; and Pittsburgh, Pennsylvania offices during his 21 year career. His experience includes working with a variety
of community, regional and global banks as well as investment funds, insurance companies and broker-dealers. Mr. Bright holds
a current CPA license in Pennsylvania and North Carolina, and inactive licenses in South Carolina, Virginia, New York and New
Jersey. Mr. Bright has 27 years of experience in the banking industry.

Laura
W. Clark- Executive Vice
President and Chief Risk Officer(age 48). Ms. Clark oversees the internal audit and compliance functions of the Bank and
works closely with the Chief Technology Officer, Chief Credit Administration Officer, Security Officer and other Executive Management
members to ensure appropriate risk management strategies are employed throughout the Bank to avoid, control, retain, or transfer
identified risk exposures. She serves on the Technology, Business Continuity, Vendor Management, Compliance and Asset Liability
(ALCO) Committees of the Bank. Prior to her appointment as Chief Risk Officer in 2013, she served as the Bank’s Compliance
Officer. Ms. Clark has 27 years of banking experience.

Bobby
D. Sanders, II – Executive Vice President and Chief Credit Administration Officer(age 39). Mr. Sanders is responsible for commercial credit administration,
residential mortgage loan underwriting and processing, consumer loan administration, loan operations, special assets, and collections.
Prior to assuming his current role in 2013, he served as Director of Commercial Lending and Commercial Credit Administrator. Mr.
Sanders has 15 years of banking experience.

Ryan
M. Scaggs – Executive Vice President and Chief Operating Officer(age
44). Mr. Scaggs is responsible for our call center, deposit operations, facilities, human resources, information technology, marketing,
and internal loan review departments. Mr. Scaggs also serves as the project manager on merger and acquisition conversion projects.
Prior to assuming the role of Chief Operating Officer in 2013, he served as Chief Financial Officer and Controller. Prior to joining
the Bank in 2006, he was employed in various finance and accounting roles at Wachovia Bank and Bank of America. Mr. Scaggs has
21 years of banking experience.

Delise
P. Talley – Executive Vice President and Chief Retail Officer(age
53). Ms. Talley is responsible for leading the retail sales, customer experience, and operations of our 18 branch network. Prior
to joining the Bank in 2018, Ms. Talley was most recently Area President of the Western North Carolina region for Wells Fargo,
where she was responsible for retail and small business, customer experience, and operations for 47 branches and 500 team members.
Ms. Talley has 30 years of banking experience.

Charles
D. Umberger – Executive Vice President and Chief Lending Officer(age
69). Mr. Umberger is responsible for directing our commercial lending efforts. Mr. Umberger was President and Chief Executive
Officer of Old Town Bank prior to our acquisition of Old Town Bank in April, 2016. During his banking career he has held the positions
of President, Chief Operating Officer, Executive Vice President and Senior Corporate Banking Executive. Mr. Umberger has 42 years
of banking experience.

6







Section 16(a)
Beneficial Ownership Reporting Compliance

Section 16(a)
of the Exchange Act requires the officers and directors of the Company and persons who beneficially own more than 10% of the outstanding
shares of our common stock to file with the SEC reports disclosing their initial ownership of shares, as well as subsequent reports
disclosing changes in such ownership. To our knowledge, based solely on a review of copies of such reports furnished to us
and written representations from officers and directors, except as hereafter disclosed, we believe that during the fiscal year
ended December 31, 2018, all of our officers and directors complied with all applicable Section 16(a) filing requirements.

Code
of Ethics

We
have had a written ethics code for many years. The Board conducts an annual review of the “Code of Business Conduct and
Ethics” which applies to all directors, executives, officers and employees of the Company and its subsidiaries (the “General
Code”), and the “Code of Business Conduct and Ethics for the President and CEO and Senior Financial Officers”
which applies to our President and CEO and to our senior financial officers including our Chief Financial Officer and Chief Accounting
Officer (the “Officer Code”). The General Code outlines many standards, including those related to addressing compliance
with laws, regulations, policies and procedures; conflicts of interest; confidentiality; accuracy of financial statements and
other records; and procedures for reporting violations of the General Code or any illegal or unethical business or workplace conduct.
The Officer Code imposes additional standards on our President, CEO and senior financial officers concerning our accounting and
financial reporting. Generally, the Officer Code requires those individuals to bring to the attention of the CEO and the Chief
Financial Officer, and in certain circumstances, the Audit Committee, any material information which comes to their attention
that (i) affects disclosures made by the Company in our public filings; (ii) demonstrates significant deficiencies in
our internal controls; (iii) concerns fraud or a violation of the General Code by management or employees with a significant
role in financial reporting, disclosure or internal controls; or (iv) involves a material violation of law, including securities
laws. Under the Officer Code, the Board, or its designee, determines the appropriate actions to be taken in the event the Officer
Code or the General Code is violated by our President, CEO or the senior financial officers, which actions may include termination
of employment. The General Code and the Officer Code outline appropriate behavior for all employees. A “Whistleblower”
provision is incorporated in the General Code and provides a mechanism for employees to anonymously report malfeasance, fraud,
financial reporting abuses, etc. Employees are required to provide annual certifications stating their understanding of and compliance
with the General Code. Copies of the General Code and the Officer Code are available on our website, www.entegrabank.com,
under the heading Investor Relations.

We
intend to satisfy the disclosure requirements of Form 8-K with respect to any waivers of or amendments to the General Code and
the Officer Code with respect to certain officers by posting such disclosures on our website at www.entegrabank.com.
We may, however, elect to disclose any such amendment or waiver in a report on Form 8-K filed with the SEC in addition to or in
lieu of the website disclosure. The information on, or that can be accessed through our website is not, and shall not be deemed
to be, a part of this Amendment No. 1 to our Annual Report on Form 10-K or incorporated into any other filings that we make with
the SEC.

Audit Committee



We have
a standing Audit Committee established in accordance with the Exchange Act. The Audit Committee is a joint committee of the Board
and the Bank Board and is comprised of Louis E. Buck, Jr. (Chairman), Adam W. Burrell, M.D., Charles M. Edwards, Craig A. Fowler
and Douglas W. Kroske.  Each member of the Audit Committee is “independent” as determined by the Board under
the applicable rules and listing standards of The NASDAQ Global Market, Section 10A(m) of the Exchange Act and the rules
and regulations of the SEC promulgated thereunder. In addition, the Board has determined that Dr. Buck is an “audit committee
financial expert” within the meaning of applicable SEC regulations.

7







Shareholder
Communications with the Board of Directors

Shareholders
who wish to communicate with the board of directors or with individual directors should direct written correspondence to Roger
D. Plemens or to the board of directors or any of its members at our principal executive offices located at 14 One Center Court,
Franklin, North Carolina 28734. The communication will be forwarded to the intended recipient unopened.

Item 11.    Executive
Compensation

Compensation
Overview and Objectives

The following
is an overview of our compensation program, the material compensation decisions we have made under the program and the material
factors that we considered in making those decisions. Following this discussion, in the section entitled “– Executive
Compensation,” we provide a table containing specific information about the compensation earned for the fiscal years indicated,
by the following officers, who are known as our “named executive officers:”

| | · | Roger
                                         D. Plemens, President and CEO;
| | - | -----------------------------------------------------------------------------

| | · | David
                                         A. Bright, Executive Vice President and Chief Financial Officer; and
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | Ryan
                                         M. Scaggs, Executive Vice President and Chief Operating Officer.
| | - | --------------------------------------------------------------------------------------------------------------



Our executive compensation policies are designed to establish an appropriate relationship
between executive pay and our annual and long-term performance to reflect the attainment of short- and long-term financial performance
goals and to enhance our ability to attract and retain qualified executive officers. The principles underlying the executive compensation
policies include the following:

| | · | to
                                         attract and retain key executives who are vital to our long-term success and are of the
                                         highest caliber;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | to
                                         provide levels of compensation competitive with those offered to community banks in the
                                         Southeast and consistent with our level of performance;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | to
                                         motivate executives to enhance our long-term financial performance; and
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | to
                                         integrate the compensation program with our annual and long-term strategic planning and
                                         performance measurement processes.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We consider
a variety of subjective and objective factors in determining the compensation package for individual executives, including (i)
the performance of the Company as a whole, with emphasis on annual performance factors and long-term objectives; (ii) the responsibilities
assigned to each executive; and (iii) the performance of each executive of assigned responsibilities as measured by our progress
during the year.

Compensation
Program Elements. Our compensation program focuses primarily on the following components in forming the total compensation package
for our named executive officers: base salary; incentive compensation including annual bonuses and equity-based compensation under
the 2015 Long-Term Stock Incentive Plan; matching contributions under the Bank’s 401(k) retirement plan (the “401(k)
Plan”); deferred compensation, retirement and other benefits.

Base
Salary. The purpose of base salary is to create a secure base of cash compensation for our employees, reflecting each employee’s
level of responsibilities. Salary levels are designed to be competitive within the banking and financial services industries in
the Southeast. In setting salary levels, we regularly evaluate current salary levels by surveying similar institutions in North
Carolina, South Carolina, Georgia and the Southeast. The survey analysis focuses primarily on asset size, nature of ownership,
type of operation and other common factors.

8







Employment
Agreements. In 2014, we entered into employment agreements with Roger D. Plemens, our President and CEO, Ryan M. Scaggs, our
Executive Vice President and Chief Operating Officer, and David A. Bright, our Executive Vice President and Chief Financial Officer
(each an “Employment Agreement” and collectively, the “Employment Agreements”). Mr. Plemens’ Employment
Agreement provides for an initial annual base salary of $325,000 and for an initial term of employment of three years. The Employment
Agreements for Messrs. Scaggs and Bright provide for an initial base salary of $185,000 and $180,000, respectively, and a term
of employment of 30 months and 24 months, respectively. Upon the first anniversary of each Employment Agreement and each subsequent
anniversary, the term is automatically extended, if not earlier terminated, for a period of one year unless written notice from
us or the executive is provided within a prescribed period prior to the expiration of the then remaining term stating that the
term of employment under the Employment Agreement will not be further extended. Each Employment Agreement was automatically extended
upon its most recent anniversary and no written notice to terminate any such Employment Agreement has been provided by or to any
executive. Each Employment Agreement provides that the base salary will be reviewed by the Board not less often than annually.

The Employment
Agreements provide that the executives are entitled to participate in our (i) executive management incentive plans; (ii) stock
option, stock grant, management stock right recognition and similar plans; and (iii) all savings, deferred compensation, pension
and retirement plans (including supplemental retirement plans), practices, policies and programs applicable generally to our senior
executive employees.

The Employment
Agreements also provide that the executives and their families will be eligible for participation in and will receive all benefits
under all of our welfare benefit plans, practices, policies and programs (including, without limitation, medical, hospitalization,
prescription, dental, disability, employee life, group life, accidental death and dismemberment, and travel accident insurance
plans and programs) to the extent applicable generally to our senior executive employees. Each of the executives are entitled
to receive prompt reimbursement for all reasonable expenses incurred by them in accordance with our policies, practices and procedures,
to the extent applicable generally to members of our senior executive management. In addition, each of the executives are entitled
to fringe benefits in accordance with our plans, practices, programs and policies in effect for our senior executive employees,
including, but not limited to, paid vacation, disability, sick and other leave specified in our employment policies.

Each
executive’s employment with us will terminate automatically upon death. Otherwise, we may terminate employment for Cause,
Without Cause (subject to certain payments and vested rights) and/or if we determine in good faith that a Disability has occurred,
after notice of such determination. Also, each of Messrs. Plemens, Scaggs and Bright may terminate his employment voluntarily
or for Good Reason (subject to certain payments and vested rights). The terms Cause, Without Cause, Disability and Good Reason
are each defined in the Employment Agreements.

In the event that the employment of Mr. Plemens is terminated at the time of, within 90 days prior to, or
within one (1) year after, a Change of Control, and during the term of the Employment Agreement, he will be entitled to receive
a severance payment in an amount equal to 2.99 times his average annual compensation as calculated for purposes of Section 280G
of the Code. The severance payment will be paid in six semi-annual installments. In addition, Mr. Plemens is entitled to receive,
for a period of up to two years following the termination, certain medical benefits for him and/or his family at least equal to
those which would have been provided to him and/or his family if his employment had not been terminated.

In the event that the employment of either Mr. Scaggs or Mr. Bright is terminated at the time of, within 90
days prior to, or within one (1) year after, a Change of Control, and during the term of the Employment Agreement, he will be entitled
to receive a severance payment in an amount equal to 2.5 times and 2.0 times, respectively, his average annual compensation as
calculated for purposes of Section 280G of the Code. Any such severance payment will be paid to Mr. Scaggs in five semi-annual
installments, and to Mr. Bright in four semi-annual payments. In addition, Messrs. Scaggs and Bright will each be entitled to receive,
for a period of up to one year following termination, certain medical benefits for him and/or his family at least equal to those
which would have been provided to him and/or his family if his employment had not been terminated.

For purposes
of the Employment Agreements a “Change in Control” will occur on the date (i) either (a) a person acquires (or has
acquired during the preceding 12 months) ownership of our stock possessing 30% or more of the total voting power of our common
stock, or (b) a majority of our Board is replaced during any 12-month period by directors whose election is not endorsed by a
majority of the members of our Board prior to such election; (ii) a person acquires (or has acquired during the preceding 12 months)
our assets that have a total gross fair market value that is equal to or exceeds 40% of the total gross fair market value of all
our assets immediately prior to such acquisition; or (iii) a person acquires ownership of our common stock that, together with
common stock previously held, constitutes more than 50% of the total fair market value or total voting power of our common stock,
provided that such person did not previously own 50% or more of the value or voting power of our common stock.

9







Each Employment Agreement also restricts the executives from competing against us, or soliciting our customers
or employees, for a period of time following a termination of employment. Mr. Plemens is subject to a 36 month restricted period,
Mr. Scaggs is subject to a 30 month restricted period, and Mr. Bright is subject to a 24 month restricted period. Receipt of the
Change of Control benefits described herein is expressly conditioned upon each executive's compliance with the restrictive covenants
contained in his respective Employment Agreement.

Severance
and Non-Competition Agreement. We have entered into a severance and non-competition agreement with certain employees of the
Bank. The Severance Agreement is an agreement of severance benefits, payable in certain circumstances and not an agreement of
employment for any period of time. The Severance Agreement provides for severance benefits if we terminate without Cause or if
employee terminates employment for Good Reason (as defined in the Severance Agreement). These severance benefits consist of accrued
benefits earned through the date of termination, payment in three semi-annual installments of an amount equal to 1.75 times base
salary, and certain medical benefits for a period of up to one year following termination. In exchange, the Severance Agreement
restricts certain employees from competing against us, or soliciting our customers or employees, for a period of time following
a termination of employment.

Long-term
Incentive through Equity Grants.   In 2015, our shareholders approved our 2015 Long-term Stock Incentive Plan,
or the “Plan.” From time to time, our Compensation Committee has made recommendations to the full Board concerning stock
options and restricted stock units to named executive officers and other employees.

Each
stock option permits the named executive officer and directors, generally for a period of ten years, to purchase one share of
Entegra stock from us at the exercise price, which is the closing price of our stock on the date of grant. Stock options have
value only to the extent the price of our common stock on the date of exercise exceeds the exercise price. As disclosed in the
compensation tables below, we granted stock options and restricted stock units to certain of our named executive officers during
2015.

Bank
Incentive Plan. In 2015, the Bank established the Bank Incentive Plan, the purpose of which is to reward employees for achieving
goals set by the Compensation Committee. The Plan is administered by the Compensation Committee, which typically makes its determinations
regarding eligibility, participation, awards, performance criteria, payouts and other terms and conditions within 90 days of the
commencement of a performance period.

Deferred
Compensation, Retirement and Other Benefits

401(k)
Plan. The Bank’s 401(k) Plan is a tax-qualified defined contribution plan designed to provide eligible employees of
the Bank a vehicle for increasing their retirement savings. After 30 days of employment, each Bank employee is eligible to participate
in the 401(k) Plan after attaining the age of 21. Once eligible, each employee may participate on the first day of the calendar
quarter following the employee’s first 30 days of employment. All of the named executive officers participated in the 401(k)
Plan on the same basis as all other eligible employees of the Bank. Each eligible employee of the Bank can elect to contribute
on a pre-tax basis to the 401(k) Plan a minimum of 1% of his or her compensation, up to the maximum allowed by law. The Bank matches
an employee’s contribution at 100% of each eligible employee’s pre-tax contributions on the first 3% of contributions
and 50% on the next 3% of contributions, with a maximum aggregate match of 4.5%. The matching contributions for the named executive
officers were based on a formula contained in the terms of the 401(k) Plan and were not related the Company’s, the Bank’s
or the individual officer’s performance for the year.

Salary
Continuation Agreements. On June 23, 2003, the Bank entered into a salary continuation agreement with Mr. Plemens. The salary continuation
agreement promises a fixed benefit for each executive beginning at age 65 and continuing for a period of 18 years. Under the salary
continuation agreements, the annual benefit for Mr. Plemens is $110,901. The salary continuation agreement provides for a reduced
benefit in the case of early termination before the normal retirement age or in the case of termination because of disability,
but in both cases benefits do not become payable until the executive attains age 65. The early termination benefits are subject
to a vesting schedule, with benefits vesting annually in 20% increments. Employee entitlements under the salary continuation agreements
are contractual liabilities of the Bank and are not funded. The Bank has accrued the present value of the liabilities associated
with each of Mr. Plemens and Ms. Huscusson's salary continuation agreements.

If a
change in control of the Bank occurs, benefits are determined as if the executive had reached age 65 at the time of the change
in control. The payments do not begin, however, until the executive actually attains age 65. Benefits are not payable to an executive
if his or her employment is terminated for Cause (as defined in the agreement).

10







Executive
Split Dollar Life Insurance Agreements. The Bank owns insurance policies on the life of Mr. Plemens. On April 14, 1999, the
Bank entered into endorsement split dollar agreements with Mr. Plemens under which the Bank (i) pays the premiums associated with
such policies and (ii) agrees to share a portion of the death benefits payable under the life insurance policies with the beneficiary
designated by the insured. When the insured dies, the Bank will be entitled to an amount equal to the greater of (i) the cash
value of the policy, (ii) the aggregate premiums paid on the policy by the Bank less any outstanding indebtedness to the insurer,
or (iii) the total death proceeds less the sum as set forth in the agreement to be paid to the designated beneficiary (the “Beneficiary
Amount”). The Beneficiary Amount is $1,450,000 for Mr. Plemens’ policy. As of December 31, 2018, the death benefit
for Mr. Plemens’ policy was $5,412,023.

If Mr. Plemens is terminated for cause (as defined in his insurance agreement), he will forfeit his right
to appoint a beneficiary to receive the Beneficiary Amount. If Mr. Plemens’ employment is terminated as a consequence of
disability or upon retirement on or after age 65, the Bank will continue to pay the premiums on the insurance policy and Mr. Plemens
will continue to have the right to appoint a beneficiary to receive the Beneficiary Amount. If Mr. Plemens’ employment is
terminated for any other reason, the Bank will not continue to pay premiums on the policy and Mr. Plemens will have 30 days within
which he may purchase the policy from the Bank for its cash value. If he does purchase the policy, Mr. Plemens may continue or
terminate the policy in his sole discretion.

Executive
Survivor Income Agreements. The Bank owns insurance policies on the lives of Ryan M. Scaggs and David A. Bright. The entire
death benefit is payable to the Bank, and from which the executive’s beneficiary is entitled to receive a $100,000 death
benefit, if the executive is employed by the Bank at the time of his or her death.

Long
Term Capital Appreciation Plan. The Bank adopted a long term capital appreciation plan in 1998 to provide benefits to directors
and executive officers (the “CAP Plan”). The CAP Plan was frozen effective as of February 28, 2011.

The CAP
Plan was designed with the following components:

| | · | The
                                         CAP Plan allowed participants to defer directors’ fees and any other cash compensation
                                         on a pre-tax basis. Participant deferrals were 100% vested and accrued earnings based
                                         upon the Bank’s return on equity.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         Board awarded capital appreciation rights to participants in the Plan as a substitute
                                         for stock options which, as a mutual organization, were not available before the Company’s
                                         stock offering and the mutual-to-stock conversion of Macon Bancorp. Capital appreciation
                                         rights provided a benefit determined by the appreciation in the book value of the Bank
                                         from the date of an award through the date of the participant’s termination from
                                         the Bank. Capital appreciation rights vested incrementally at 10% per year after July
                                         1, 1998, and were forfeited if a participant was terminated for cause. Capital appreciation
                                         rights vested 100% upon a participant’s death, disability or upon a change in control
                                         of the Bank.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Benefits
are paid upon termination from the Bank. A participant’s account balance is determined at that time, and payments begin
the first day of the month following termination. Historically, once a participant was terminated or retired, the account balance
accrued interest at a rate of 8.0% per annum until paid in full. Once the CAP Plan was frozen, only participants in “pay
status” continued to earn interest on their unpaid balance. Effective April 1, 2016, the CAP Plan was amended to permit,
but not require, all participants to direct the investment of their accounts under the CAP Plan in selected investment funds and/or
shares of our common stock as measures of the return to be paid to them on amounts deferred or otherwise contributed on their
behalf under the CAP Plan. Approximately 40% of the participant balances selected this option. Participants who were in “pay
status” at the time the CAP Plan was frozen are also permitted to make an irrevocable election to retain the 8.0% per annum
fixed rate of return currently paid on their accounts under the CAP Plan. Approximately 60% of the participant balances elected
to retain this option.





Prior to termination with the Bank, a participant is given the option to have his or her account balance paid
in equal monthly installments over
a period of between five (5) and ten (10) years, or, in a lump sum between two (2) and ten (10) years following termination. In
the absence of a timely and valid election, the account balance will be paid in equal monthly installments over a period of five
(5) years. If a participant dies while his account is in “pay status” the remaining balance of his account is paid
to his or her beneficiary within 60 days of the participant’s death, provided that a participant may elect to have his or
her benefit continue to his or her beneficiary under the same payment schedule as was in effect before the participants death.

11







Mr. Plemens
and Mr. Scaggs are participants in the CAP Plan; however, only Mr. Plemens has a positive account balance. In anticipation of
the payouts becoming due under the CAP Plan, the Bank purchased life insurance to help pay for the costs associated thereunder.
The Bank has funded the present value of all liabilities associated with the CAP Plan in a Rabbi Trust, regardless of whether
participants elected to direct the investment of their funds in selected investment options.

Other
Benefits. Executive officers are entitled to participate in fringe benefit plans offered to all employees including health
and dental insurance plans and life, accidental death and dismemberment and long-term disability plans.

Executive
Compensation

Summary
Compensation Table. The following table shows, for the fiscal years indicated, the cash compensation we paid, as well as certain
other compensation paid or accrued for those years, to our named executive officers for services in all capacities.

SUMMARY
COMPENSATION TABLE



|                                                     |  |      |      |  |           |  |         |          |  |  |        |  |  |        |   |  | Nonequity       |  |   |                    |  |  |          | 
|---------------------------------------------------- |  | ---- | ---- |  | --------- |  | ------- | -------- |  |  | ------ |  |  | ------ | - |  | --------------- |  | - | ------------------ |  |  | -------- | 
|                                                     |  |      |      |  |           |  |         |          |  |  | Stock  |  |  | Option |   |  | Incentive Plan  |  |   | All Other          |  |  |          | 
|Name and Principal Position                          |  | Year |      |  | Salary($) |  |         | Bonus($) |  |  | Awards |  |  | Awards |   |  | Compensation(1) |  |   | Compensation($)(2) |  |  | Total($) | 
|                                                     |  |      |      |  |           |  |         |          |  |  |        |  |  |        |   |  |                 |  |   |                    |  |  |          | 
|Roger D. Plemens                                     |  |      | 2018 |  |           |  | 419,000 |          |  |  | —      |  |  |        | — |  |                 |  | — |                    |  |  | 115,309  | 
|President and Chief Executive Officer                |  |      | 2017 |  |           |  | 380,000 |          |  |  | —      |  |  |        | — |  |                 |  | — |                    |  |  | 92,416   | 
|                                                     |  |      |      |  |           |  |         |          |  |  |        |  |  |        |   |  |                 |  |   |                    |  |  |          | 
|Ryan M. Scaggs                                       |  |      | 2018 |  |           |  | 243,000 |          |  |  | —      |  |  |        | — |  |                 |  | — |                    |  |  | 62,014   | 
|Executive Vice President and Chief Operating Officer |  |      | 2017 |  |           |  | 224,000 |          |  |  | —      |  |  |        | — |  |                 |  | — |                    |  |  | 54,477   | 
|                                                     |  |      |      |  |           |  |         |          |  |  |        |  |  |        |   |  |                 |  |   |                    |  |  |          | 
|David A. Bright                                      |  |      | 2018 |  |           |  | 234,500 |          |  |  | —      |  |  |        | — |  |                 |  | — |                    |  |  | 59,844   | 
|Executive Vice President and Chief Financial Officer |  |      | 2017 |  |           |  | 217,000 |          |  |  | —      |  |  |        | — |  |                 |  | — |                    |  |  | 52,774   | 








| | (1) | Represents
                                         incentive awards paid or accrued for services performed in the applicable year pursuant
                                         to the Bank Incentive Plan.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The
                                         amounts reported in “All Other Compensation” are comprised of the items listed
                                         in the following table:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12









|Name             |  | Year |      |  | DirectorFees ($) |  |   | Employer401(k)
 Match($) |  |  | Paid

    TimeOff($)(1) |  |  | Premiums
Paid on 
Supplemental 
Income 
Protection($) |       |  | Premiums
    
Paid on 
Long Term 
Disability 
Insurance($) |  |       | Premiums
    
Paid on 
Group Life
 Insurance($) |  |  | Premiums
    
Paid on 
Group Health
 Insurance($) |  |  | Split
    Dollar
Death 
Benefit($) |    
|---------------- |  | ---- | ---- |  | ---------------- |  | - | ------------------------ |  |  | ----------------------- |  |  | ----------------------------------------------------- | ----- |  | ---------------------------------------------------------- |  | ----- | ----------------------------------------------- |  |  | ------------------------------------------------- |  |  | ---------------------------------- | ---
|Roger D. Plemens |  |      | 2018 |  |                  |  | — |                          |  |  | 7,459                   |  |  |                                                       | 8,058 |  |                                                            |  | 1,624 |                                                 |  |  | 950                                               |  |  |                                    | 346
|                 |  |      | 2017 |  |                  |  | — |                          |  |  | 12,150                  |  |  |                                                       | 7,308 |  |                                                            |  | 1,624 |                                                 |  |  | 775                                               |  |  |                                    | 335
|                 |  |      |      |  |                  |  |   |                          |  |  |                         |  |  |                                                       |       |  |                                                            |  |       |                                                 |  |  |                                                   |  |  |                                    |    
|Ryan M. Scaggs   |  |      | 2018 |  |                  |  | — |                          |  |  | 12,028                  |  |  |                                                       | 4,673 |  |                                                            |  | —     |                                                 |  |  | 711                                               |  |  |                                    | 342
|                 |  |      | 2017 |  |                  |  | — |                          |  |  | 10,675                  |  |  |                                                       | 4,308 |  |                                                            |  | —     |                                                 |  |  | 694                                               |  |  |                                    | 301
|                 |  |      |      |  |                  |  |   |                          |  |  |                         |  |  |                                                       |       |  |                                                            |  |       |                                                 |  |  |                                                   |  |  |                                    |    
|David A. Bright  |  |      | 2018 |  |                  |  | — |                          |  |  | 12,015                  |  |  |                                                       | 4,510 |  |                                                            |  | —     |                                                 |  |  | 686                                               |  |  |                                    | 338
|                 |  |      | 2017 |  |                  |  | — |                          |  |  | 10,504                  |  |  |                                                       | 4,173 |  |                                                            |  | —     |                                                 |  |  | 673                                               |  |  |                                    | 292








(1)	Represents amount paid
to the named executive officer in lieu of unused accrued “paid time off”.



Outstanding
Equity Awards at Fiscal Year-End. The following table provides information concerning outstanding equity awards for each named
executive officer as of December 31, 2018.



|                 |  | Option Awards                                        |        |  | Stock Awards      | 
|---------------- |  | ---------------------------------------------------- | ------ |  | ----------------- | 
|                 |  | Number of Securities Underlying 
Unexercised Options |        |  |                   | 
|Name             |  | Exercisable (#)                                      |        |  | Unexercisable (#) | 
|Roger D. Plemens |  |                                                      | 41,370 |  |                   | 
|                 |  |                                                      |        |  |                   | 
|Ryan M. Scaggs   |  |                                                      | 18,900 |  |                   | 
|                 |  |                                                      |        |  |                   | 
|David A. Bright  |  |                                                      | 17,220 |  |                   | 








| | (1) | Represent
                                         outstanding awards that vest in two equal installments on November 30, 2019 and November
                                         30, 2020.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Based
                                         on the closing price of the Company’s common stock ($20.75) on December 31, 2018.
| | --- | --------------------------------------------------------------------------------------------------------------------------------



13







Director
Compensation

The following
table shows, for the year ended December 31, 2018, the cash compensation paid by us, as well as certain other compensation paid
or accrued for the year ended December 31, 2018, to directors who are not named executive officers.

DIRECTOR
COMPENSATION TABLE

|Name                |  | Fees Earned or
Paid in Cash ($) |        |  | Stock Awards
($) |  |   | Option Awards
($) |  |  | All Other Compensation
($) |  |  | Total ($) |  
|------------------- |  | ------------------------------- | ------ |  | ---------------- |  | - | ----------------- |  |  | -------------------------- |  |  | --------- | -
|Ronald D. Beale     |  |                                 | 19,500 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Louis E. Buck, Jr.  |  |                                 | 32,300 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Adam W. Burrell, MD |  |                                 | 25,850 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|R. Matthew Dunbar   |  |                                 | 27,500 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Charles M. Edwards  |  |                                 | 24,000 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Craig A. Fowler     |  |                                 | 26,350 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Jim M. Garner       |  |                                 | 37,450 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Fred H. Jones       |  |                                 | 35,625 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Douglas W. Kroske   |  |                                 | 26,750 |  |                  |  | — |                   |  |  | —                          |  |  |           | —
|Beverly W. Mason    |  |                                 | 27,500 |  |                  |  | — |                   |  |  | —                          |  |  |           | —



Directors’
Fees and Practices

During
the year ended December 31, 2018, our directors received retainers in exchange for their service on our Board, the Bank Board
and their committees. For serving on the Board and the Bank Board, each of our directors received a base retainer of $18,000,
while Mr. Jones and Mr. Garner each received an additional $7,450 and $8,450 as Chairman of our Board and Chairman of the Bank
Board, respectively. For serving on the Executive Committee, each member received a retainer of $1,500, while Mr. Garner received
an additional $2,000 as Chairman of the Executive Committee. For serving on the Loan Committee, each member received a retainer
of $5,000, while Mr. Garner received an additional $2,500 as Chairman of the Loan Committee. For serving on the Audit Committee,
each member received a retainer of $3,600, while Dr. Buck received an additional $2,550 as the Chairman of the Audit Committee.
For serving on the Compensation Committee, each member received a retainer of $2,400, while Mr. Jones received an additional $1,275
as the Chairman of the Compensation Committee. For serving on the Governance Committee, each member received a retainer of $1,500,
while Ms. Mason received an additional $1,500 as the Chairwoman of the Governance Committee. For serving on the Asset Liability
Committee, each member received a retainer of $2,750, while Mr. Dunbar received an additional $1,750 as the Chairman of the Asset
Liability Committee. Additionally, Mr. Fowler, an experienced information technology professional, received a retainer of $2,000
in connection with his service on the Bank’s Technology Committee.

Director
Survivor Income Agreements

The Bank
has purchased insurance policies on the lives of eight of our directors. The entire death benefit is paid to the Bank, which then
pays the director’s beneficiary a $100,000 death benefit within 60 days of receipt of the death certificate. If a director
is terminated from our Board, the death benefit is forfeited.

Long
Term Capital Appreciation Plan

As discussed
above, under “– Deferred Compensation, Retirement and Other Benefits,” the CAP Plan provides benefits to directors
as well as executives. The following directors are participants in the CAP Plan: Ronald D. Beale, Jim M. Garner, Fred H. Jones,
Beverly W. Mason and Roger D. Plemens.

14







Long
Term Care Insurance

Prior
to 2018, the Bank purchased multi-year long term care insurance policies for the benefit of certain of its directors and their
spouses.

Compensation
Committee Interlocks and Insider Participation.

None
of the members of the Compensation Committee were employed by the Company or any of its subsidiaries during 2018. None of our
executive officers serve on the compensation committee or as a director of another entity of which an officer or director of such
other entity serves on our Compensation Committee.

Compensation
Committee Report.

The Compensation
Committee has reviewed and discussed the Compensation Discussion and Analysis in this Proxy Statement with management and has
recommended that it be included in this Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC for the year ended
December 31, 2018.

| | Fred H. Jones, Chairman
| | -----------------------
| | Louis E. Buck, Jr.     
| | Charles M. Edwards     
| | Douglas W. Kroske      

15





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Beneficial
Ownership of Directors and Executive Officers

The
following table sets forth information concerning the beneficial ownership of shares of each director and each named executive
officer who held office during 2018 and by all directors and executive officers as a group.According to rules promulgated by the SEC, a person is the “beneficial
owner” of securities if the person has or shares the power to vote them or to direct their investment, or has the right
to acquire ownership of such securities within 60 days through the exercise of an option, warrant, right of conversion of
a security, or otherwise.

|                                                              |  | Amount and Nature of Beneficial Ownership |        
|------------------------------------------------------------- |  | ----------------------------------------- | -------
|Name                                                          |  | SharesOwned(1)                            |        
|Ronald D. Beale(3)                                            |  |                                           | 8,060  
|David
    A. Bright(4)                                        |  |                                           | 27,139 
|Louis
    E. Buck, Jr.(5)                                     |  |                                           | 10,920 
|Adam
    W. Burrell, MD(6)(7)                                 |  |                                           | 25,136 
|R. Matt Dunbar                                                |  |                                           | 2,760  
|Charles M. Edwards                                            |  |                                           | 8,060  
|Craig
    A. Fowler(8)                                        |  |                                           | 4,820  
|Jim
    M. Garner(7)(9)                                       |  |                                           | 30,732 
|Fred
    H. Jones(10)                                         |  |                                           | 18,820 
|Douglas W. Kroske                                             |  |                                           | 2,020  
|Beverly
    W. Mason(7)(11)                                   |  |                                           | 42,774 
|Roger
    D. Plemens(12)                                      |  |                                           | 32,066 
|Ryan
    M. Scaggs(13)                                        |  |                                           | 25,600 
|Directors
    and Executive Officers as a Group (17 total)(7) |  |                                           | 235,394






| | * | Represents less than 1% of
the issued and outstanding shares.
| | - | -------------------------------------------------------------

| | (1) | Unless
                                         otherwise noted, all shares are owned directly of record or are shares for which the
                                         named individual has sole voting and investment power.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The
                                         percentage is based upon 6,919,212 shares outstanding as of April 29, 2019.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes
                                         6,020 shares held jointly with Mr. Beale’s spouse.
| | --- | ----------------------------------------------------------------------------------------------------

| | (4) | Includes
                                         21,246 shares held jointly with Mr. Bright’s spouse and 85 shares held by him as
                                         custodian for his son.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Includes
                                         3,100 shares held jointly with Mr. Buck’s spouse.
| | --- | ---------------------------------------------------------------------------------------------------

| | (6) | Includes
                                         1,476 shares held jointly with Dr. Burrell’s spouse.
| | --- | ------------------------------------------------------------------------------------------------------

| | (7) | As
                                         trustees, Ms. Mason and Messrs. Burrell and Garner each have shared voting and investment
                                         power over 17,672 shares held by a Rabbi Trust.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Includes
                                         1,200 shares held jointly with Mr. Fowler’s spouse.
| | --- | -----------------------------------------------------------------------------------------------------

| | (9) | Includes
                                         11,020 shares held jointly with Mr. Garner’s spouse.
| | --- | ------------------------------------------------------------------------------------------------------

| | (10) | Includes
                                         4,300 shares held jointly with Mr. Jones’ spouse, 1,000 shares held by his son
                                         and 500 shares held by his daughter. Also includes 6,000 shares over which Mr. Jones
                                         exercises voting control as power of attorney.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Includes
                                         4,242 shares held by Ms. Mason as custodian for her grandchildren.
| | ---- | --------------------------------------------------------------------------------------------------------------------

| | (12) | Includes
                                         20,000 shares held jointly with Mr. Plemens’ spouse.
| | ---- | ------------------------------------------------------------------------------------------------------

| | (13) | Includes
                                         9,100 shares held jointly with Mr. Scaggs’ spouse.
| | ---- | ----------------------------------------------------------------------------------------------------



16







Security
Ownership of Certain Beneficial Owners

The Exchange
Act requires that any person who acquires the beneficial ownership of more than 5% of our common stock notify the SEC and us.
Set forth below is certain information, as of the Record Date, regarding all persons or “groups,” as defined in the
Exchange Act, who held of record or who are known to us to own beneficially more than 5% of our shares.



|Name and Address                          |  | Amount
    and Nature of 
Beneficial Ownership |         |     | Percentage of
    
Class(1) | 
|----------------------------------------- |  | ---------------------------------------------- | ------- | --- | --------------------------- | 
|FMR LLC245
Summer Street,Boston, MA 02210 |  |                                                | 597,361 | (2) |                             | 
|                                          |  |                                                |         |     |                             | 








| | (1) | Based
                                         upon a total of 6,917,703 shares of common stock outstanding as of December 31, 2018.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Based
                                         on a Schedule 13G/A filed by FMR LLC on February 13, 2019.
| | --- | ---------------------------------------------------------------------------------------------------------



17







Item
13. Certain Relationships and Related Transactions, and Director Independence

Certain
Relationships and Related Transactions

Certain
directors, nominees for director and executive officers of the Company, companies with which directors, nominees for director
and executive officers are associated, and/or the immediate family members of directors, nominees for director and executive officers
of the Company are customers of the Bank and as such may from time to time borrow funds from the Bank within prescribed limitations,
including those imposed by Section 402 of the Sarbanes-Oxley Act of 2002. Any such loans and commitments are made in the
ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons not related to the Company or the Bank, and do not involve more than the
normal risk of collectability or present to the Bank other unfavorable features.

Jim
M. Garner, a director, owns 46% of The Wayah Agency, Inc. (“Agency”). On January 1, 2017, Agency sold its insurance
brokerage business to Wayah Insurance Group, Inc. (“Insurance Group”). Since January 1, 2017, Mr. Garner has been
employed by Insurance Group as an insurance agent, in exchange for which he receives a base salary. Also since January 1, 2017,
Mr. Garner has been a member of the board of directors of Insurance Group. During the year ending December 31, 2018, Insurance
Group served as an insurance broker for the Bank’s property and casualty insurance and bond products. Insurance Group was
paid an aggregate of $41,868 in commissions from these transactions, based on premiums paid by the Bank. It is anticipated that
Mr. Garner, through Insurance Group, will provide insurance brokerage services to the Bank from time to time during the year ended
December 31, 2019.

Fred
H. Jones, a director, is the President and one-third owner of Jones, Key, Melvin & Patton, P.A. (“Jones Key”).
Jones Key provides legal services from time to time to the Bank. During the year ended December 31, 2018, the Bank paid Jones
Key $1,050 in exchange for legal services. It is anticipated that Jones Key will provide legal services to the Bank
from time to time during the year ending December 31, 2019.

Indebtedness
of and Transactions with Related Persons

The Bank
provides loans and other credit facilities in the ordinary course of its business to members of our Board, members of the Bank
Board, and employees, including executive officers, and businesses in which the foregoing have direct or indirect interests, as
well as the immediate family of the foregoing (together, “Related Persons”). In accordance with Federal Reserve Regulation
O, the Bank has adopted a policy which sets forth the requirements applicable to such loans and other credit facilities. These
loans and other credit facilities are made using the same credit and underwriting standards as are applicable to the general public,
and such loans and other credit facilities do not involve more than the normal risk of collectability or present other unfavorable
features. Pursuant to this policy, outstanding loans and other credit facilities to Related Persons are made on the same terms,
including interest rates and collateral, as those prevailing at the time for comparable transactions with nonaffiliated persons,
and do not involve more than the normal risk of collectability or present to the Bank other unfavorable features.

Our Board
is charged with reviewing and approving all transactions that either we or the Bank may have from time to time with Related Persons
other than transactions subject to Federal Reserve Regulation O, discussed above. All material facts of each transaction and the
Related Person’s interest are discussed by all disinterested directors and a decision is made about whether the transaction
is fair to the Company and the Bank. A majority vote of all disinterested directors is required to approve any transaction involving
a Related Person.

Director
Independence

Except
for Mr. Plemens, all members of the Board are “independent” as defined under the rules and listing standards of
The NASDAQ Global Market [and our Corporate Governance Guidelines]. For a director to be considered independent, our Board
must determine that the director does not have a relationship with us that would interfere with the exercise of judgment in
carrying out the responsibilities of a director. Our Board has established guidelines to assist it in determining director
independence, which are included in its Corporate Governance Guidelines and conform to the independence requirements in the
NASDAQ listing standards. A copy of the Corporate Governance Guidelines is available on our
website, www.entegrabank.com, under the heading Investor Relations.

18







Item
14. Principal Accounting Fees and Services

Audit
Fees

The
following table shows the fees paid or accrued by us for the audit provided by Dixon Hughes Goodman LLP for fiscal year 2018
and fiscal year 2017.

|                   |  | Years Ended
    December 31 |        
|------------------ |  | --------------------------- | -------
|                   |  | 2018                        |        
|Audit Fees         |  | $                           | 258,422
|Audit-Related Fees |  |                             | —      
|Tax Fees(1)        |  |                             | —      
|All Other Fees     |  |                             | —      
|Total              |  | $                           | 258,422






| | (1) | Represents
                                         amounts paid for assistance in the preparation of our various federal, state and local
                                         tax returns, and income tax analyses.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pre-Approval Policy



All audit related
services, tax services and other services giving rise to the fees listed under “Audit Fees” and “Tax Fees”
in the table above were pre-approved by the Audit Committee, which concluded that the provision of such services was compatible
with the maintenance of that firm’s independence in the conduct of its auditing functions. The Charter of the Audit Committee
provides for pre-approval of all audit and non-audit services to be provided by our independent auditors. The Charter also authorizes
the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services, provided
that any such approvals are presented to the Audit Committee at its next scheduled meeting. In both 2018 and 2017, 100% of the
total fees paid for audit, audit related and tax services that were required to be pre-approved in accordance with the regulations
were pre-approved.



PART IV



Item
15. Exhibits, Financial Statement Schedules.



List
of Exhibits

|ExhibitNo. | Description                                                             
|---------- | ------------------------------------------------------------------------
|31.1       | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           |                                                                         
|31.2       | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           |                                                                         



Item
16.	Form 10-K Summary

None.

19







SIGNATURES



Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



ENTEGRA FINANCIAL
CORP.





|Date:
    April 30, 2019 |  | /s/ Roger D. Plemens                  | 
|------------------------ |  | ------------------------------------- | 
|                         |  | Roger D. Plemens                     
|                         |  | President and Chief Executive Officer | 

20