Exhibit 10.2


    
      

    

    Exhibit
      10.2(a)

    


    AMENDMENT
      TO EMPLOYMENT AGREEMENT

    


    


    THIS
      AMENDMENT is made as of November 21, 2005, by and among NEIGHBORS BANCSHARES,
      INC., a bank holding company incorporated under the laws of the State of Georgia
      (the “Company”); NEIGHBORS BANK, a bank organized under the laws of the State of
      Georgia (the “Bank”) (collectively, the Company and the Bank are referred to
      hereinafter as the “Employer”); and Phillip L. Baldwin, a resident of the State
      of Georgia (the “Executive”).

    


    


    RECITALS:

    


    


    The
      Employer and the Executive are parties to an Employment Agreement dated
      September 16, 2003 (the “Employment Agreement”).

    


    In
      consideration of Executive’s continued employment by the Employer, the parties
      hereby amend the Employment Agreement as follows:

    


    
      	 	
              1.

            	
              By
                adding the following to the end of Section
                3.3:

            


    

    


    “Notwithstanding
      the foregoing, the parties agree that the severance payment provided for in
      this
      Section is intended to constitute reasonable compensation in exchange for the
      Executive’s post-termination of employment obligations pursuant to this
      Agreement, including without limitation Section 6, 7, and 8 hereof, and
      accordingly, the parties agree that such payment is intended to be “reasonable
      compensation for personal services to be rendered on or after the date of the
      Change of Control,” within the meaning of Section 280G(b)(4) of the Code, and
      accordingly is not intended to be in whole or in part a “parachute payment”
within the meaning of Section 280G of the Code.”

    


    
      	 	
              2.

            	
              By
                replacing Section 4.3 with the
                following:

            


    

    


    “4.3  Stock
      Options.
      The
      Executive shall be granted options to purchase shares of the Company’s common
      stock in such amounts as shall be determined by and subject to such terms and
      conditions as are approved by the Board of Directors.”

    


    Except
      as
      specifically amended hereby, the Employment Agreement shall remain in full
      force
      and effect as prior to this Amendment.

    


    


    [SIGNATURES
      CONTINUED ON NEXT PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Employer and the Executive have executed and delivered
      this
      Amendment as of the date first shown above.

    


    
      	 	 
	 	
              NEIGHBORS
                BANCSHARES, INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                James R. Williams

            
	 	 	
              Signature

            
	 	 	 
	 	 	
              James
                R. Williams

            
	 	 	
              Print
                Name

            
	 	 	 
	 	 	
              Chairman

            
	 	 	
              Title

            
	 	 	 
	 	 	 
	 	
              NEIGHBORS
                BANK

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Richard E. Eason

            
	 	 	
              Signature

            
	 	 	 
	 	 	
              Richard
                E. Eason

            
	 	 	
              Print
                Name

            
	 	 	 
	 	 	
              Senior
                Vice President and Chief Financial Officer

            
	 	 	
              Title

            
	 	 	 
	 	 	 
	 	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	 
	
              /s/
                Phil Baldwin

            
	 	 	 
	 	
              Date:

            	
              11/21/05

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.2(b)

    


    AMENDMENT
      TO EMPLOYMENT AGREEMENT

    


    


    THIS
      AMENDMENT is made as of November 21, 2005, by and among NEIGHBORS BANCSHARES,
      INC., a bank holding company incorporated under the laws of the State of Georgia
      (the “Company”); NEIGHBORS BANK, a bank organized under the laws of the State of
      Georgia (the “Bank”) (collectively, the Company and the Bank are referred to
      hereinafter as the “Employer”); and Richard E. Eason, a resident of the State of
      Georgia (the “Executive”).

    


    


    RECITALS:

    


    


    The
      Employer and the Executive are parties to an Employment Agreement dated
      September 16, 2003 (the “Employment Agreement”).

    


    In
      consideration of Executive’s continued employment by the Employer, the parties
      hereby amend the Employment Agreement as follows:

    


    
      	 	
              1.

            	
              By
                adding the following to the end of Section
                3.3:

            


    

    


    “Notwithstanding
      the foregoing, the parties agree that the severance payment provided for in
      this
      Section is intended to constitute reasonable compensation in exchange for the
      Executive’s post-termination of employment obligations pursuant to this
      Agreement, including without limitation Section 6, 7, and 8 hereof, and
      accordingly, the parties agree that such payment is intended to be “reasonable
      compensation for personal services to be rendered on or after the date of the
      Change of Control,” within the meaning of Section 280G(b)(4) of the Code, and
      accordingly is not intended to be in whole or in part a “parachute payment”
within the meaning of Section 280G of the Code.”

    


    
      	 	
              3.

            	
              By
                replacing Section 4.3 with the
                following:

            


    

    


    “4.3  Stock
      Options.
      The
      Executive shall be granted options to purchase shares of the Company’s common
      stock in such amounts as shall be determined by and subject to such terms and
      conditions as are approved by the Board of Directors.”

    


    Except
      as
      specifically amended hereby, the Employment Agreement shall remain in full
      force
      and effect as prior to this Amendment.

    


    


    [SIGNATURES
      CONTINUED ON NEXT PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Employer and the Executive have executed and delivered
      this
      Amendment as of the date first shown above.

    


    


    
      	 	 
	 	
              NEIGHBORS
                BANCSHARES, INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                James R. Williams

            
	 	 	
              Signature

            
	 	 	 
	 	 	
              James
                R. Williams

            
	 	 	
              Print
                Name

            
	 	 	 
	 	 	
              Chairman

            
	 	 	
              Title

            
	 	 	 
	 	 	 
	 	
              NEIGHBORS
                BANK

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Phil Baldwin

            
	 	 	
              Signature

            
	 	 	 
	 	 	
              Phil
                Baldwin

            
	 	 	
              Print
                Name

            
	 	 	 
	 	 	
              President
                and Chief Executive Officer

            
	 	 	
              Title

            
	 	 	 
	 	 	 
	 	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	 
	
              /s/
                Richard E. Eason

            
	 	 	 
	 	
              Date:

            	
              11/21/05

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.2(c)

    


    AMENDMENT
      TO EMPLOYMENT AGREEMENT

    


    


    THIS
      AMENDMENT is made as of November 21, 2005, by and among NEIGHBORS BANCSHARES,
      INC., a bank holding company incorporated under the laws of the State of Georgia
      (the “Company”); NEIGHBORS BANK, a bank organized under the laws of the State of
      Georgia (the “Bank”) (collectively, the Company and the Bank are referred to
      hereinafter as the “Employer”); and J. Ross Mynatt, a resident of the State of
      Georgia (the “Executive”).

    


    


    RECITALS:

    


    


    The
      Employer and the Executive are parties to an Employment Agreement dated
      September 16, 2003 (the “Employment Agreement”).

    


    In
      consideration of Executive’s continued employment by the Employer, the parties
      hereby amend the Employment Agreement as follows:

    


    
      	 	
              1.

            	
              By
                adding the following to the end of Section
                3.3:

            


    

    


    “Notwithstanding
      the foregoing, the parties agree that the severance payment provided for in
      this
      Section is intended to constitute reasonable compensation in exchange for the
      Executive’s post-termination of employment obligations pursuant to this
      Agreement, including without limitation Section 6, 7, and 8 hereof, and
      accordingly, the parties agree that such payment is intended to be “reasonable
      compensation for personal services to be rendered on or after the date of the
      Change of Control,” within the meaning of Section 280G(b)(4) of the Code, and
      accordingly is not intended to be in whole or in part a “parachute payment”
within the meaning of Section 280G of the Code.”

    


    
      	 	
              4.

            	
              By
                replacing Section 4.3 with the
                following:

            


    

    


    “4.3  Stock
      Options.
      The
      Executive shall be granted options to purchase shares of the Company’s common
      stock in such amounts as shall be determined by and subject to such terms and
      conditions as are approved by the Board of Directors.”

    


    Except
      as
      specifically amended hereby, the Employment Agreement shall remain in full
      force
      and effect as prior to this Amendment.

    


    


    [SIGNATURES
      CONTINUED ON NEXT PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Employer and the Executive have executed and delivered
      this
      Amendment as of the date first shown above.

    


    
      	 	 
	 	
              NEIGHBORS
                BANCSHARES, INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                James R. Williams

            
	 	 	
              Signature

            
	 	 	 
	 	 	
              James
                R. Williams

            
	 	 	
              Print
                Name

            
	 	 	 
	 	 	
              Chairman

            
	 	 	
              Title

            
	 	 	 
	 	 	 
	 	
              NEIGHBORS
                BANK

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Phil Baldwin

            
	 	 	
              Signature

            
	 	 	 
	 	 	
              Phil
                Baldwin

            
	 	 	
              Print
                Name

            
	 	 	 
	 	 	
              President
                and Chief Executive Officer

            
	 	 	
              Title

            
	 	 	 
	 	 	 
	 	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	 
	
              /s/
                J. Ross Mynatt 

            
	 	 	 
	 	
              Date:

            	
              11/21/05