UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission File Number 000-22787
FOUR OAKS FINCORP, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-2028446
-------------- ----------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
6114 U.S. 301 South
Four Oaks, North Carolina 27524
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 963-2177
--------------
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:
Common Stock, par value $1.00 per share
---------------------------------------
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES |_| NO |X|
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 |_| NO |X|
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:
|X|YES [ ]NO
Indicate by check mark whether disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [ ]
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
definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer [ ] Accelerated filer |X|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act): [ ]YES |X|NO
$84,360,731
-----------
(Aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant based on the price at which the registrant's
Common Stock, par value $1.00 per share was sold on June 30, 2008)
6,207,191
---------
(Number of shares of Common Stock, par value $1.00 per share,
outstanding as of March 6, 2009)
Documents Incorporated by Reference Where Incorporated
- ----------------------------------- ------------------
(1) Proxy Statement for the 2009 Annual Part III
Meeting of Shareholders to be held May 11, 2009
- 1 -
Explanatory Note
Four Oaks Fincorp, Inc. (the "company") is filing this Amendment No. 1 to
Form 10-K for the year ended December 31, 2008, to correct a typographical error
in the consent of its independent registered public accounting firm filed with
the Securities and Exchange Commission ("SEC").
This Amendment No. 1 on Form 10/K-A to the Annual Report for the fiscal
year end December 31, 2008 amends Exhibit 23 of Item 15 of Part II. The
remaining Items contained within this Amendment No. 1 to Annual Report on Form
10-K/A consist of all other Items originally contained in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities
and Exchange Commission on March 12, 2009. This Form 10-K/A does not reflect
events occurring after the filing of the original Form 10-K, nor modify or
update those disclosures in any way.
Item 15 - Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements. The following financial statements and
supplementary data are included in Item 8 of Part II of this Annual Report on
Form 10-K.
Form 10-K Page
--------------
Financial Statements
Report of Independent Registered Public Accounting Firm, 45**
Dixon Hughes PLLC, dated March 12, 2009
Consolidated Balance Sheets as of December 31, 2008 and 2007 46**
Consolidated Statements of Operations for the years ended 47**
December 31, 2008, 2007 and 2006
Consolidated Statements of Comprehensive Income for the years 48**
ended December 31, 2008, 2007 and 2006
Consolidated Statements of Shareholders' Equity for the years 49**
ended December 31, 2008, 2007 and 2006
Consolidated Statements of Cash Flows for the years ended 50**
December 31, 2008, 2007 and 2006
Notes to Consolidated Financial Statements 51**
- --------------------------------------------------------------------------------
** Previously filed with the Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities Exchange Commission on March 12,
2009.
- --------------------------------------------------------------------------------
(a)(2) Financial Statement Schedules. All applicable financial statement
schedules required under Regulation S-X have been included in the Notes to
Consolidated Financial Statements.
(a)(3) Exhibits. The following exhibits are filed as part of this Annual
Report on Form 10-K.
Exhibit No. Description of Exhibit
----------- ----------------------
2.1** Merger Agreement, dated as of December 10, 2007, by and
among Four Oaks Fincorp, Inc., Four Oaks Bank & Trust
Company and LongLeaf Community Bank (incorporated by
reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on December 13, 2007)
2.2** List of Schedules Omitted from Merger Agreement
included as Exhibit 2.1 above (incorporated by
reference to Exhibit 2.2 to the Company's Current
Report on Form 8-K filed on December 13, 2007)
3.1** Articles of Incorporation of Four Oaks Fincorp, Inc.
including Articles of Amendment to Articles of
Incorporation.
3.2** Bylaws of Four Oaks Fincorp, Inc. (incorporated by
reference to Exhibit 3.2 to the Company's Current
Report on Form 8-K12G3 filed with the SEC on July 2,
1997)
Exhibit No. Description of Exhibit
----------- ----------------------
4** Specimen of Certificate for Four Oaks Fincorp, Common
Stock (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K12G3 filed with the
SEC on July 2, 1997)
10.1** Employment Agreement with Ayden R. Lee, Jr.
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997) (management contract or
compensatory plan, contract or arrangement)
10.2** Severance Compensation Agreement with Ayden R. Lee, Jr.
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997) (management contract or
compensatory plan, contract or arrangement)
10.3** Amended and Restated Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 2004) (management contract or
compensatory plan, contract or arrangement)
10.4** Amended and Restated Employee Stock Purchase and Bonus
Plan (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 2004) (management contract or
compensatory plan, contract or arrangement)
10.5** Second Amended and Restated Dividend Reinvestment and
Stock Purchase Plan (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the SEC on December 21, 2006)
(management contract or compensatory plan, contract or
arrangement)
10.6** Four Oaks Bank & Trust Company Supplemental Executive
Retirement Plan (incorporated by reference to Exhibit
10.6 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998) (management
contract or compensatory plan, contract or arrangement)
10.7** Employment Agreement with Clifton L. Painter
(incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2001) (management contract or
compensatory plan, contract or arrangement)
10.8** Severance Compensation Agreement with Clifton L.
Painter (incorporated by reference to Exhibit 10.8 to
the Company's Annual Report on Form 10-KSB for the
period ended December 31, 2002) (management contract or
compensatory plan, contract or arrangement)
10.9** Executive Employment Agreement with W. Leon Hiatt, III
(incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
10.10** Severance Compensation Agreement with W. Leon Hiatt,
III (incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
10.11** Executive Employment Agreement with Nancy S. Wise
(incorporated by reference to Exhibit 10.11 to the
Company's Annual Report on Form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
10.12** Severance Compensation Agreement with Nancy S. Wise
(incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
10.13** Form of Stock Option Agreement (Non-Employee Director)
(incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the SEC
on March 1, 2005) (management contract or compensatory
plan, contract or arrangement)
10.14** Form of Stock Option Agreement (Employee) (incorporated
by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed with the SEC on March 1, 2005)
(management contract or compensatory plan, contract or
arrangement)
Exhibit No. Description of Exhibit
----------- ----------------------
10.15** Executive Employment Agreement with Jeff D. Pope
(incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004) (management contract or
compensatory plan, contract or arrangement)
10.16** Severance Compensation Agreement with Jeff D. Pope
(incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004) (management contract or
compensatory plan, contract or arrangement)
10.17** Summary of Non-Employee Director Compensation
(incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the SEC
on January 25, 2006) (management contract or
compensatory plan, contract or arrangement)
10.18** Amended and Restated Declaration of Trust of Four Oaks
Statutory Trust I, dated as of March 30, 2006
(incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the SEC
on April 4, 2006)
10.19** Guarantee Agreement of Four Oaks Fincorp, Inc. dated as
of March 30, 2006 (incorporated by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K filed
with the SEC on April 4, 2006)
10.20** Indenture, dated as of March 30, 2006 by and between
Four Oaks Fincorp, Inc. and Wilmington Trust Company,
as Trustee, relating to Junior Subordinated Debt
Securities due June 15, 2036 (incorporated by reference
to Exhibit 10.3 to the Company's Current Report on Form
8-K filed with the SEC on April 4, 2006)
10.21** Amended and Restated Severance Agreement with W. Leon
Hiatt, III (incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K filed with
the SEC on February 26, 2008) (management contract or
compensatory plan, contract or arrangement)
10.22** Summary of the Material Terms of the 2008 Bonus Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2008) (management contract or
compensatory plan, contract or arrangement)
10.23** Consulting Agreement with John W. Bullard (incorporated
by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2008)
10.24** Third Amended and Restated Dividend Reinvestment and
Stock Purchase Plan (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the period ended September 30, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.25** Amended and Restated Executive Employment Agreement
with Ayden R. Lee, Jr. (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.26** Amended and Restated Executive Employment Agreement
with Clifton L. Painter (incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.27** Amended and Restated Executive Employment Agreement
with Nancy S. Wise (incorporated by reference to
Exhibit 10.3 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.28** Amended and Restated Executive Employment Agreement
with W. Leon Hiatt, III (incorporated by reference to
Exhibit 10.4 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.29** Amended and Restated Executive Employment Agreement
with Jeff D. Pope (incorporated by reference to Exhibit
10.5 to the Company's Current Report on Form 8-K filed
with the SEC on December 16, 2008) (management contract
or compensatory plan, contract or arrangement)
Exhibit No. Description of Exhibit
----------- ----------------------
10.30** Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed with the SEC on December 16,
2008) (management contract or compensatory plan,
contract or arrangement)
10.31** Form of Capital Purchase Program Letter Agreement with
Senior Executive Officers (incorporated by reference to
Exhibit 10.7 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
21** Subsidiaries of Four Oaks Fincorp, Inc.
23 Consent of Dixon Hughes PLLC
31.1** Certification of Chief Executive Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2** Certification of Chief Financial Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.3 Certification of Chief Executive Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.4 Certification of Chief Financial Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
32.2** Certification of Chief Financial Officer to Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
32.3 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
32.4 Certification of Chief Financial Officer to Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
- --------------------------------------------------------------------------------
** Previously filed with the Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities Exchange Commission on March 12,
2009.
- --------------------------------------------------------------------------------
(b) See (a) (3) above.
(c) See (a) (2) above.
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.
FOUR OAKS FINCORP, INC.
Date: March 19, 2009 By: /s/ Ayden R. Lee, Jr.
---------------------
Ayden R. Lee, Jr.
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 19, 2009 /s/ Ayden R. Lee, Jr.
---------------------
Ayden R. Lee, Jr.
Chairman, President and Chief
Executive Officer
Date: March 19, 2009 /s/ Nancy S. Wise
-----------------
Nancy S. Wise
Executive Vice President and
Chief Financial Officer
Date: March 19, 2009 /s/ William J. Edwards
----------------------
William J. Edwards
Director
Date: March 19, 2009 /s/ Warren L. Grimes
---------------------
Warren L. Grimes
Director
Date: March 19, 2009 /s/ Dr. R. Max Raynor, Jr.
--------------------------
Dr. R. Max Raynor, Jr.
Director
Date: March 19, 2009 /s/ Percy Y. Lee
----------------
Percy Y. Lee
Director
Date: March 19, 2009 /s/ Paula C. Bowman
-------------------
Paula C. Bowman
Director
Date: March 19, 2009 /s/ John W. Bullard
-------------------
John W. Bullard
Director
Date: March 19, 2009 /s/ Michael A. Weeks
--------------------
Michael A. Weeks
Director
Exhibit No. Description of Exhibit
----------- ----------------------
2.1** Merger Agreement, dated as of December 10, 2007, by and
among Four Oaks Fincorp, Inc., Four Oaks Bank & Trust
Company and LongLeaf Community Bank (incorporated by
reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on December 13, 2007)
2.2** List of Schedules Omitted from Merger Agreement
included as Exhibit 2.1 above (incorporated by
reference to Exhibit 2.2 to the Company's Current
Report on Form 8-K filed on December 13, 2007)
3.1** Articles of Incorporation of Four Oaks Fincorp, Inc.
including Articles of Amendment to Articles of
Incorporation.
3.2** Bylaws of Four Oaks Fincorp, Inc. (incorporated by
reference to Exhibit 3.2 to the Company's Current
Report on Form 8-K12G3 filed with the SEC on July 2,
1997)
4** Specimen of Certificate for Four Oaks Fincorp, Common
Stock (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K12G3 filed with the
SEC on July 2, 1997)
10.1** Employment Agreement with Ayden R. Lee, Jr.
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997) (management contract or
compensatory plan, contract or arrangement)
10.2** Severance Compensation Agreement with Ayden R. Lee, Jr.
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997) (management contract or
compensatory plan, contract or arrangement)
10.3** Amended and Restated Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 2004) (management contract or
compensatory plan, contract or arrangement)
10.4** Amended and Restated Employee Stock Purchase and Bonus
Plan (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 2004) (management contract or
compensatory plan, contract or arrangement)
10.5** Second Amended and Restated Dividend Reinvestment and
Stock Purchase Plan (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the SEC on December 21, 2006)
(management contract or compensatory plan, contract or
arrangement)
10.6** Four Oaks Bank & Trust Company Supplemental Executive
Retirement Plan (incorporated by reference to Exhibit
10.6 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998) (management
contract or compensatory plan, contract or arrangement)
10.7** Employment Agreement with Clifton L. Painter
(incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2001) (management contract or
compensatory plan, contract or arrangement)
10.8** Severance Compensation Agreement with Clifton L.
Painter (incorporated by reference to Exhibit 10.8 to
the Company's Annual Report on Form 10-KSB for the
period ended December 31, 2002) (management contract or
compensatory plan, contract or arrangement)
10.9** Executive Employment Agreement with W. Leon Hiatt, III
(incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
10.10** Severance Compensation Agreement with W. Leon Hiatt,
III (incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
10.11** Executive Employment Agreement with Nancy S. Wise
(incorporated by reference to Exhibit 10.11 to the
Company's Annual Report on Form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
Exhibit No. Description of Exhibit
----------- ----------------------
10.12** Severance Compensation Agreement with Nancy S. Wise
(incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-KSB for the period
ended December 31, 2003) (management contract or
compensatory plan, contract or arrangement)
10.13** Form of Stock Option Agreement (Non-Employee Director)
(incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the SEC
on March 1, 2005) (management contract or compensatory
plan, contract or arrangement)
10.14** Form of Stock Option Agreement (Employee) (incorporated
by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed with the SEC on March 1, 2005)
(management contract or compensatory plan, contract or
arrangement)
10.15** Executive Employment Agreement with Jeff D. Pope
(incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004) (management contract or
compensatory plan, contract or arrangement)
10.16** Severance Compensation Agreement with Jeff D. Pope
(incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004) (management contract or
compensatory plan, contract or arrangement)
10.17** Summary of Non-Employee Director Compensation
(incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the SEC
on January 25, 2006) (management contract or
compensatory plan, contract or arrangement)
10.18** Amended and Restated Declaration of Trust of Four Oaks
Statutory Trust I, dated as of March 30, 2006
(incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the SEC
on April 4, 2006)
10.19** Guarantee Agreement of Four Oaks Fincorp, Inc. dated as
of March 30, 2006 (incorporated by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K filed
with the SEC on April 4, 2006)
10.20** Indenture, dated as of March 30, 2006 by and between
Four Oaks Fincorp, Inc. and Wilmington Trust Company,
as Trustee, relating to Junior Subordinated Debt
Securities due June 15, 2036 (incorporated by reference
to Exhibit 10.3 to the Company's Current Report on Form
8-K filed with the SEC on April 4, 2006)
10.21** Amended and Restated Severance Agreement with W. Leon
Hiatt, III (incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K filed with
the SEC on February 26, 2008) (management contract or
compensatory plan, contract or arrangement)
10.22** Summary of the Material Terms of the 2008 Bonus Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2008) (management contract or
compensatory plan, contract or arrangement)
10.23** Consulting Agreement with John W. Bullard (incorporated
by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2008)
10.24** Third Amended and Restated Dividend Reinvestment and
Stock Purchase Plan (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the period ended September 30, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.25** Amended and Restated Executive Employment Agreement
with Ayden R. Lee, Jr. (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.26** Amended and Restated Executive Employment Agreement
with Clifton L. Painter (incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
Exhibit No. Description of Exhibit
----------- ----------------------
10.27** Amended and Restated Executive Employment Agreement
with Nancy S. Wise (incorporated by reference to
Exhibit 10.3 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.28** Amended and Restated Executive Employment Agreement
with W. Leon Hiatt, III (incorporated by reference to
Exhibit 10.4 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
10.29** Amended and Restated Executive Employment Agreement
with Jeff D. Pope (incorporated by reference to Exhibit
10.5 to the Company's Current Report on Form 8-K filed
with the SEC on December 16, 2008) (management contract
or compensatory plan, contract or arrangement)
10.30** Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed with the SEC on December 16,
2008) (management contract or compensatory plan,
contract or arrangement)
10.31** Form of Capital Purchase Program Letter Agreement with
Senior Executive Officers (incorporated by reference to
Exhibit 10.7 to the Company's Current Report on Form
8-K filed with the SEC on December 16, 2008)
(management contract or compensatory plan, contract or
arrangement)
21** Subsidiaries of Four Oaks Fincorp, Inc.
23 Consent of Dixon Hughes PLLC
31.1** Certification of Chief Executive Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2** Certification of Chief Financial Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.3 Certification of Chief Executive Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.4 Certification of Chief Financial Officer Pursuant to
Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
32.2** Certification of Chief Financial Officer to Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
32.3 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
32.4 Certification of Chief Financial Officer to Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
being furnished pursuant to Section 905 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by that Act, be deemed to be
incorporated by reference into any document or filed
herewith for the purposes of liability under the
Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, as the case may
be.]
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** Previously filed with the Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities Exchange Commission on March 12,
2009.
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