STATE OF NORTH CAROLINA
COUNTY OF HALIFAX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the
15th day of May, 1998 (the "Effective Date"), by and between SOUTHERN BANK AND
TRUST COMPANY ("Southern") and WATSON N. SHERROD, JR. ("Employee").
W I T N E S S E T H:
WHEREAS, Employee heretofore has been employed as President of ENFIELD
SAVINGS BANK, INC., SSB ("Enfield"), and in such position has provided
leadership and guidance in the growth and development of Enfield's business;
and,
WHEREAS, as of the Effective Date, Enfield has been merged into
Southern; and,
WHEREAS, Employee's experience and knowledge of Enfield's operations,
customers and affairs, and his knowledge of and standing and reputation in
Enfield's market area, would be of benefit to Southern in its continuation of
Enfield's business; and, for that reason, Southern desires to retain Employee's
services as an employee of Southern for the Term of Employment specified below,
and Employee desires to become an employee of Southern, all subject to the terms
and conditions provided herein; and,
WHEREAS, for that purpose, Southern and Employee have agreed and desire
to enter into this Agreement to set forth the terms and conditions of Employee's
employment with Southern.
NOW, THEREFORE, in consideration of the premises and mutual promises,
covenants and conditions hereinafter set forth, and for other good and valuable
considerations, the receipt and sufficiency of which hereby are acknowledged,
Southern and Employee hereby agree as follows:
1. Employment. Southern agrees to employ Employee, and Employee accepts
employment with Southern, all upon the terms and conditions stated herein. As an
employee of Southern, Employee will (I) serve as Senior Vice President of
Southern, (ii) provide such assistance and advice to Southern as it may request
from time to time regarding matters involving the former customers and employees
of Enfield, loan quality control and review, product conversion and other tasks
relating to the former operations of Enfield and the transition of control over
such operations to Southern, (iii) promote Southern and its business and engage
in business development activities on Southern's behalf in Enfield's former
market areas, and (iv) have such other duties and responsibilities as shall be
assigned to him by Southern.
In connection with the performance of his duties hereunder,
Employee's office and principal employment location shall be at such place or
places as Southern shall designate; provided, however, that Employee's office
and principal employment location shall not be outside of Halifax County, North
Carolina, without Employee's consent. Notwithstanding anything contained herein
to the contrary, required business travel (including overnight travel) outside
Halifax County in connection with his duties under this Agreement shall not
constitute a violation of this Agreement.
2. Term. Unless sooner terminated as provided in this Agreement, and
subject to the right of either Employee or Southern to terminate Employee's
employment at any time as provided herein, the term of Employee's employment
with Southern under this Agreement (the "Term of Employment") shall be for a
period of three (3) years commencing on the Effective Date and terminating at
the close of Southern's business on May 14, 2001 (the "Expiration Date").
3. Compensation. For all services rendered by Employee to Southern
under this Agreement, including any services as a member of the Board of
Directors of Southern and/or of Southern's parent company, Southern BancShares
(N.C.), Inc. ("BancShares"), Southern shall pay Employee base salary at an
annual rate of One Hundred Twenty-Two Thousand Two Hundred and No/100 Dollars
($122,200) during the Term of Employment. Employee's Base Salary shall be
increased annually during the Term of Employment by a percentage equal to the
average of the percentage increases during the preceding 12 months in the
salaries of Southern's officers having the title Senior Vice President or
higher. Base salary paid under this Agreement shall be payable not less
frequently than monthly in accordance with Southern's payroll policies and
procedures. All compensation hereunder shall be subject to customary withholding
taxes and such other employment taxes as are required by law.
4. Participation in Retirement and Employee Benefit Plans; Fringe
Benefits. Employee shall be eligible to participate in any and all employee
benefit programs maintained by or for Southern that are generally available to
and which cover all Southern's officers at Employee's job level or
classification, subject to the rules applicable to such plans or programs
prevailing from time to time. Except as otherwise specifically provided herein,
Employee's participation in such plans and programs shall be subject to and in
accordance with the terms and conditions (including eligibility requirements) of
such plans and programs, resolutions of Southern's (or BancShares') Board of
Directors establishing such programs and plans, and Southern's (and BancShares')
normal practices and established policies regarding such plans and programs.
Employee shall receive credit for past full years of service
with Enfield prior to the Effective Date for purposes of (i) participation and
vesting in Southern's defined benefit pension plan (the "Pension Plan") and
Section 401(k) savings plan (the "Savings Plan"), and (ii) except as described
below, for all purposes under all other Southern benefit plans (including
coverage under Southern's health insurance plan and entitlement to vacation and
sick leave); provided, however, that in no event shall Employee be entitled to
or be given credit for past service with Enfield for purposes of the calculation
or determination of benefits under the Pension Plan. For purposes of Southern's
health insurance plan, Employee's participation will be without regard to
pre-existing condition requirements under that plan, provided that any such
pre-existing condition at the Effective Time would have been covered under the
health insurance plan of Enfield. Notwithstanding anything contained herein to
the contrary, if Southern shall believe in good faith that the granting of any
such past service credit would not be permissible under the terms and
requirements of the Employee Retirement Income Security Act of 1974, as amended,
the Internal Revenue Code of 1986, as amended, any governmental rules,
regulations and policies thereunder, or any other law or regulations applicable
to the operation of any such plan or program, or otherwise would expose any such
plan or program or Southern or Bancshares to any penalty, then Southern shall
not be required to give Employee any such credit for past service with Enfield.
For calendar year 1998, Southern will grant to Employee a
number of days of sick leave and vacation leave, respectively, equal, in each
case, to (i) the full number of such days to which Employee would be entitled
during 1998, based on his credited years of service and in accordance with
Southern's standard leave policies, less (ii) the number of days of sick leave
and vacation used by Employee as an employee of Enfield during 1998 prior to the
Effective Date. Employee will be permitted to carry over accrued and unused sick
leave and vacation leave to the extent such carryover would be consistent with
and would not exceed limitations imposed by Southern's leave policies.
Employee acknowledges that the terms and provisions of
Southern's employee benefit plans and programs may be determined only by reading
the actual plan documents under which Southern, BancShares or the plan
administrator, as applicable, may make certain administrative determinations
with discretion, and that Southern and BancShares reserve the right to modify or
terminate each plan or program and any benefits provided thereunder.
5. Standards of Performance and Conduct. During the Term of Employment,
Employee faithfully and diligently shall discharge his obligations under this
Agreement and shall perform the duties associated with his position with
Southern in a manner which is competent and reasonably satisfactory to Southern,
and Employee shall use his best efforts to implement Southern's policies and
procedures currently in effect or as are established from time to time by
Southern.
Employee, in the execution of his duties under this Agreement,
at all times and in all material respects shall comply with Southern's Code of
Conduct as the same is in effect as of the Effective Date and as it may be
amended or supplemented from time to time subsequent thereto
(the "Code of Conduct"), and with all applicable federal and state statutes and
all rules, regulations, administrative orders, statements of policy and other
pronouncements or standards promulgated thereunder.
6. Termination of Previous Employment Agreement. Employee and Southern
specifically agree that this Agreement supersedes that certain Employment
Agreement dated September 22, 1995, between Employee and Enfield (the "Enfield
Agreement"), and, as additional consideration for Southern's agreements and
obligations under this Agreement, Employee hereby waives any and all rights, and
releases Enfield and Southern from any and all obligations (including all rights
and obligations under Section 10 thereof pertaining to "changes in control"),
under the Enfield Agreement and agrees that the Enfield Agreement hereby is
terminated and shall be of no further force or effect.
7. Noncompetition; Confidentiality.
(a) General. Employee hereby acknowledges and agrees that (i)
Enfield has made a significant investment in the development of its business in
the geographic area identified below as the "Relevant Market" and that, by
virtue of Southern's acquisition of substantially all Enfield's assets, Southern
has acquired a valuable economic interest in Enfield's business in the Relevant
Market which it is entitled to protect; (ii) in the course of his past service
on behalf of Enfield and future service as an employee of Southern, he has
gained and will continue to gain substantial knowledge of and familiarity with
Enfield's and Southern's customers and their dealings with them, and other
information concerning Enfield's and Southern's businesses, all of which
constitute valuable assets and privileged information; and, (iii) in order to
protect Southern's interest in and to assure it the benefit of its succession to
Enfield's business, it is reasonable and necessary to place certain restrictions
on Employee's ability to compete against Southern and on his disclosure of
information about Southern's and Enfield's business and customers. For that
purpose, and in consideration of Southern's agreements contained herein,
Employee covenants and agrees as provided below.
(b) Covenant Not to Compete. During a period (the "Restriction
Period") commencing on the date of this Agreement and ending on the date one
year following the Expiration Date of the Term of Employment under this
Agreement or, if earlier, the effective date of any termination of Employee's
employment hereunder pursuant to Paragraph 8 below, Employee will not "Compete"
(as defined below), directly or indirectly, with Southern in the geographic area
(the "Relevant Market") consisting of Halifax County, North Carolina, and any
county of North Carolina contiguous thereto (including without limitation the
counties of Warren, Nash, Edgecombe, Bertie and Northampton).
For purposes of this Paragraph 7, the following terms shall
have the meanings set forth below:
Compete. The term "Compete" means: (i) soliciting or securing
deposits from any Person residing in the Relevant Market for any Financial
Institution; (ii) soliciting any Person residing in the Relevant Market to
become a borrower from any Financial Institution, or assisting (other than
through the performance of ministerial or clerical duties) any Financial
Institution in making loans to any such Person; (iii) soliciting any Person
residing in the Relevant Market to obtain any other service or product from any
Financial Institution, (iv) inducing or attempting to induce any Person who was
a Customer of Enfield at the time of its acquisition by Southern, or who was a
Customer of Southern on the date of termination of Employee's employment with
Southern, to change any depository, loan and/or other banking relationship of
the Customer from Enfield or Southern to another Financial Institution; (v)
acting as a consultant, officer, director, advisory director, independent
contractor, or employee of any Financial Institution that has its main or
principal office in the Relevant Market, or, in acting in any such capacity with
any other Financial Institution, to maintain an office or be employed at or
assigned to or to have any direct involvement in the management, supervision,
business, marketing activities, solicitation of business for or operation of any
office of such Financial Institution located in the Relevant Market; or (vi)
communicating to any Financial Institution the names or addresses or any
financial information concerning any Person who was a Customer of Enfield at the
time of its acquisition by Southern, or who was a Customer of Southern at the
date of termination of this Agreement or Employee's employment with Southern for
any reason.
Customer. The term "Customer of Enfield" means any Person with
whom Enfield has or has had a depository or loan relationship and/or to whom
Enfield has provided any other service or product, and the term "Customer of
Southern" means any Person who or which is a resident of or located within the
Relevant Market (as defined above) with whom Southern has or has had a
depository or loan relationship and/or to whom Southern has provided any other
service or product.
Financial Institution. The term "Financial Institution" means
(i) any federal or state chartered bank, savings bank, savings and loan
association or credit union, (ii) any holding company for, or corporation that
owns or controls, any such entity, (iii) any subsidiary or service corporation
of any such entity or holding company, or any entity controlled in any way by
any such entity or holding company, or (iv) any other Person engaged in the
business of making loans of any type, soliciting or taking deposits, or
providing any other service or product that is provided by Southern or one of
its affiliated corporations.
Person. The term "Person" means any natural person or any
corporation, partnership, proprietorship, joint venture, limited liability
company, trust, estate, governmental agency or instrumentality, fiduciary,
unincorporated association or other entity.
(c) Confidentiality Covenant. Employee covenants and agrees
that any and all data, figures, projections, estimates, lists, files, records,
documents, manuals or other such materials or information (whether financial or
otherwise, and including any files, data or information maintained
electronically, on microfiche or otherwise) relating to Enfield or Southern and
their respective lending and deposit operations and related businesses,
regulatory examinations, financing sources, financial results and condition,
Customers (including lists of Customers and former customers and information
regarding their accounts and business dealings with Enfield or Southern),
prospective customers, contemplated acquisitions (whether of business or
assets), ideas, methods, marketing investigations, surveys, research, policies
and procedures, computer systems and software, shareholders, employees, officers
and directors (herein referred to as "Confidential Information") are
confidential and proprietary to Southern and are valuable, special and unique
assets of Southern's business which are not directly reproducible from any other
source and to which Employee has had access as an officer and employee of
Enfield and will have access during his employment with Southern. Employee
agrees that (i) all such Confidential Information shall be considered and kept
as the confidential, private and privileged records and information of Southern,
and (ii) during the Term of Employment and at all times following the
termination of this Agreement or his employment for any reason, and except as
shall be required in the course of the performance by Employee of his duties on
behalf of Southern or otherwise pursuant to the direct, written authorization of
Southern, Employee will not: divulge any such Confidential Information to any
other Person; remove any such Confidential Information in written or other
recorded form from Southern's premises; or make any use of any Confidential
Information for his own purposes or for the benefit of any Person other than
Southern. However, following the termination of Employee's employment with
Southern, this Paragraph 7(c) shall not apply to any Confidential Information
which then is in the public domain (provided that Employee was not responsible,
directly or indirectly, for permitting such Confidential Information to enter
the public domain without Southern's consent), or which is obtained by Employee
from a third party which or who is not obligated under an agreement of
confidentiality with respect to such information and who did not acquire such
Confidential Information in a manner which constituted a violation of the
covenants contained in this Paragraph 7(c) or which otherwise breached any duty
of confidentiality. Further, the above obligations of confidentiality shall not
prohibit the disclosure of any such Confidential Information by Employee to the
extent such disclosure is required by subpoena or order of a court or regulatory
authority of competent jurisdiction or to the extent that, in the reasonable
opinion of legal counsel to Employee, disclosure otherwise is required by law.
(d) Reasonableness of Restrictions. If any of the restrictions
set forth in this Paragraph 7 shall be declared invalid for any reason
whatsoever by a court of competent jurisdiction, the validity and enforceability
of the remainder of such restrictions shall not thereby be adversely affected.
Employee acknowledges that Enfield has had a substantial business presence in
the Relevant Market, that Southern, through its purchase of Enfield's business,
has acquired a legitimate economic interest of Enfield in those geographic areas
which this Paragraph 7 specifically is intended to protect, and that the
Relevant Market and Restriction Period are limited in scope to the geographic
territory and period of time reasonably necessary to protect Southern's economic
interest and otherwise are reasonable and proper. In the event the Restriction
Period or any other such time limitation is deemed to be unreasonable by a court
of competent jurisdiction, Employee hereby agrees to submit to such reduction of
the Restriction Period as the court shall deem reasonable. In the event the
Relevant Market is deemed by a court of competent jurisdiction to be
unreasonable, Employee hereby agrees that the Relevant Market shall be reduced
by excluding any separately identifiable and geographically severable area
necessary to make the remaining geographic restriction reasonable, but this
Paragraph 7 shall be enforced as to all other areas included in the Relevant
Market which are not so excluded.
(e) Remedies for Breach. Employee understands and acknowledges
that a breach or violation by him of any of the covenants contained in
Paragraphs 7(b) and 7(c) shall be deemed a material breach of this Agreement and
will cause substantial, immediate and irreparable injury to Southern, and that
Southern will have no adequate remedy at law for such breach or violation. In
the event of Employee's actual or threatened breach or violation of the
covenants contained in either such Paragraph, Southern shall be entitled to
bring a civil action seeking, and shall be entitled to, an injunction
restraining Employee from violating or continuing to violate such covenant or
from any threatened violation thereof, or for any other legal or equitable
relief relating to the breach or violation of such covenant. Employee agrees
that, if Southern institutes any action or proceeding against Employee seeking
to enforce any of such covenants or to recover other relief relating to an
actual or threatened breach or violation of any of such covenants, Employee
shall be deemed to have waived the claim or defense that Southern has an
adequate remedy at law and shall not urge in any such action or proceeding the
claim or defense that such a remedy at law exists. However, the exercise by
Southern of any such right, remedy, power or privilege shall not preclude
Southern or its successors or assigns from pursuing any other remedy or
exercising any other right, power or privilege available to it for any such
breach or violation, whether at law or in equity, including the recovery of
damages, all of which shall be cumulative and in addition to all other rights,
remedies, powers or privileges of Southern.
Notwithstanding anything contained herein to the contrary,
Employee agrees that the provisions of Paragraphs 7(b) and 7(c) above and the
remedies provided in this Paragraph 7(e) for a breach by Employee shall be in
addition to, and shall not be deemed to supersede or to otherwise restrict,
limit or impair the rights of Southern under any state or federal law or
regulation dealing with or providing a remedy for the wrongful disclosure,
misuse or misappropriation of trade secrets or other proprietary or confidential
information.
(f) Survival of Covenants. Employee's covenants and agreements
and Southern's rights and remedies provided for in this Paragraph 7 shall
survive and remain fully in effect following expiration of the Term of
Employment or any actual termination of Employee's employment with Southern
during the Term of Employment).
8. Termination and Termination Pay.
(a) By Employee. Employee's employment under this Agreement
may be terminated at any time by Employee upon sixty (60) days' written notice
to Southern. Upon such termination, Employee shall be entitled to receive
compensation through the effective date of such termination.
(b) Death or Retirement. Employee's employment under this
Agreement automatically shall be terminated upon his death during the Term of
Employment or upon the effective date of Employee's retirement with Southern's
consent or under the terms of Southern's pension plan. Upon any such
termination, Employee (or, in the case of Employee's death, his estate) shall be
entitled to receive any compensation Employee shall have earned prior to the
date of termination but which remains unpaid.
(c) By Southern. Southern may terminate Employee's employment
at any time during the Term of Employment for "Cause" (as defined below). Upon
any such termination by Southern under this Paragraph 8(c), Employee shall have
no further rights under this Agreement (including any right to receive
compensation or other benefits for any period after such termination).
Notwithstanding anything contained herein to the contrary,
before Southern may terminate Employee's employment for a Cause described in
Paragraph 8(c)(i) below, Southern first shall give Employee ten (10) days
written notice of the facts or circumstances constituting such Cause for
termination, and, if during such period Employee shall cure such Cause to the
reasonable satisfaction of Southern, then Employee's employment shall continue;
provided however, that, in the event of any reoccurrence or further occurrence
of the same Cause, Southern shall have no obligation to give Employee any
further or additional notice or opportunity to cure prior to the termination of
Employee's employment. Except as specifically provided above, no such notice or
opportunity to cure shall be required in the case of termination of Employee's
employment for any Cause.
For purposes of this Paragraph 8(c), Southern shall have
"Cause" to terminate Employee's employment upon:
(i) A determination by Southern, in good faith, that Employee
(A) has breached in any material respect any of the terms or conditions of this
Agreement or of the Code of Conduct, (B) has failed in any material respect to
perform or discharge his duties or responsibilities of employment in the manner
provided herein, or (C) is engaging or has engaged in willful misconduct or
conduct which is detrimental in any material respect to the business prospects
of Southern or which has had or likely will have a material adverse effect on
Southern's business or reputation;
(ii) The violation by Employee of any applicable federal or
state law, or any applicable rule, regulation, order or statement of policy
promulgated by any governmental agency or authority having jurisdiction over
Southern or any of its affiliates or subsidiaries (a "Regulatory Authority"),
including but not limited to the Federal Deposit Insurance Corporation, the
North Carolina Banking Commissioner, the North Carolina State Banking
Commission, the Federal Reserve Board or any other banking regulator, which
results from Employee's gross negligence, willful misconduct or intentional
disregard of such law, rule, regulation, order or policy statement and results
in any substantial damage, monetary or otherwise, to Southern or any of its
affiliates or subsidiaries or to Southern's reputation;
(iii) The commission in the course of Employee's employment
with Southern of an act of fraud, embezzlement, theft or proven personal
dishonesty (whether or not such act or charge results in criminal indictment,
charges, prosecution or conviction);
(iv) The conviction of Employee of any felony or any criminal
offense involving dishonesty or breach of trust, or the occurrence of any event
described in Section 19 of the Federal Deposit Insurance Act or any other event
or circumstance which disqualifies Employee from serving as an employee or
executive officer of, or a party affiliated with, Southern or BancShares; or, in
the event Employee becomes unacceptable to, or is removed, suspended or
prohibited from participating in the conduct of Southern's or BancShares'
affairs (or if proceedings for that purpose are commenced), by any Regulatory
Authority; or,
(v) The exclusion of Employee by the carrier or underwriter
from coverage under Southern's then current "blanket bond" or other fidelity
bond or insurance policy covering its directors, officers or employees, or the
occurrence of any event which Southern believes, in good faith, will result in
Employee being excluded from such coverage, or having coverage limited as to
Employee as compared to other covered officers or employees, pursuant to the
terms and conditions of such "blanket bond" or other fidelity bond or insurance
policy.
(d) Except as otherwise provided below, upon the earlier of
the Expiration Date of the Term of Employment or the effective date of any
actual termination of Employee's employment with Southern under this Agreement
for any reason, the provisions of this Agreement likewise shall terminate and be
of no further force or effect. However, Employee's covenants contained in
Paragraph 7 above, and Southern's obligations for continued payments of Cash
Compensation under Paragraph 8(b) above, shall survive and remain in effect in
accordance with their terms following the Expiration Date or any actual
termination of Employee's employment.
9. Additional Regulatory Requirements. Notwithstanding anything
contained in this Agreement to the contrary, it is understood and agreed that
Southern (or any of its successors in interest) shall not be required to make
any payment or take any action under this Agreement if:
(a) Southern is declared by any Regulatory Authority to be
insolvent, in default or operating in an unsafe or unsound manner; or,
(b) in the opinion of counsel to Southern such payment or
action (i) would be prohibited by or would violate any provision of state or
federal law applicable to Southern, including without limitation the Federal
Deposit Insurance Act as now in effect or hereafter amended, (ii) would be
prohibited by or would violate any applicable rules, regulations, orders or
statements of policy, whether now existing or hereafter promulgated, of any
Regulatory Authority, or (iii) otherwise would be prohibited by any Regulatory
Authority.
10. Successors and Assigns.
(a) This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of Southern which shall acquire,
directly or indirectly, by conversion, merger, consolidation, purchase or
otherwise, all or substantially all of the assets of Southern.
(b) Southern is contracting for the unique and personal skills
of Employee. Therefore, Employee shall be precluded from assigning or delegating
his rights or duties hereunder without first obtaining the written consent of
Southern.
11. Modification; Waiver; Amendments. No provision of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by the parties hereto. No waiver by
either party hereto, at any time, of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No amendments or
additions to this Agreement shall be binding unless in writing and signed by
both parties, except as herein otherwise provided.
12. Applicable Law. The parties hereto agree that without regard to
principles of conflicts of laws, the internal laws of the State of North
Carolina shall govern and control the validity, interpretation, performance and
enforcement of this Agreement and that any suit or action relating to this
Agreement shall be instituted and prosecuted in the Courts of Wayne County,
North Carolina, and each party hereto hereby does waive any right or defense
relating to such jurisdiction and venue, except to the extent that federal law
shall be deemed to apply.
13. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
14. Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
15. Notices. Except as otherwise may be provided herein, all notices,
claims, certificates, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given when hand delivered or
sent by facsimile transmission by one party to the other, or when deposited by
one party with the United States Postal Service, postage prepaid, and addressed
to the other party as follows:
If to Southern: If to Employee:
Southern Bank and Trust Company Watson N. Sherrod, Jr.
121 East Main St. Post Office 486
Mt. Olive, N.C. 28365 Enfield, N.C. 27823
Attention: David A. Bean
16. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed an original
instrument, but all such counterparts together shall constitute but one
agreement.
17. Entire Agreement. This Agreement and the Exhibits and other
documents attached hereto and incorporated herein by reference contain the
entire understanding and agreement of the parties, and there are no agreements,
promises, warranties, covenants or undertakings other than those expressly set
forth or referred to herein.
IN WITNESS WHEREOF, Southern has caused this Agreement to be
executed by its duly authorized officer in pursuance of authority duly given by
its Board of Directors, and Employee has set hereunto his hand and adopted as
his seal the typewritten word "SEAL" appearing beside his name, all as of the
day and year first above written.
SOUTHERN BANK AND TRUST COMPANY
By: /s/ John C. Pegram, Jr.
-----------------------
John C. Pegram, Jr.
President
/s/ Watson N. Sherrod, Jr. (SEAL)
--------------------------
Watson N. Sherrod, Jr.