First National Bank of Decatur County & Bainbridge Bancshares, Inc. Excessive or Luxury Expenditures Policy

This policy fulfills the requirements outlined in Section 111 of the Emergency Economic Stabilization Act of 2008 (EESA), as amended by the American Recovery and Reinvestment Act of 2009 (ARRA) enacted on February 17, 2009. Under the interim final rule (31 CFR Part 30), ARRA requires each recipient of funds under the Treasury's Community Development Capital Initiative (CDCI) program of the Troubled Assets Relief Program (TARP) to have in place a company-wide policy regarding excessive or luxury expenditures, as identified by the Secretary of the Department of the U.S. Treasury. Bainbridge Bancshares, Inc. (Company) and its subsidiary, First National Bank of Decatur County (FNB), prohibit excessive or luxury expenditures on entertainment and events, office or facility renovations, aviation or other transportation services, or other activities or events that are not reasonable expenditures for conferences, staff development, reasonable performance incentives, or other similar measures conducted in the normal course of business operations of the Bank. This policy applies to all employees, officers, and directors of the Company and FNB.

Renovations:

Renovations of facilities and office spaces should be relative to the approved current budget and/or strategic plan, and tracked within the Company's expense authorization policy. An exception to this is allowed in the event management must deal with an emergency situation, such as an act of nature, and the expenditure is necessary to make the facility operational for either employee or customer use. At no time should renovations be considered that would have the appearance of being extraordinary or excessive from the perspective of a reasonable shareholder.

Entertainment:

Entertainment is defined as an activity that an employee, officer, or director would pay for using corporate funds for business-development purposes relating to a current or prospective customer or for enhancing the Company's marketing efforts. All entertainment expenses ultimately paid by the Company shall be for legitimate business purposes and be used to steer and/or increase business to the Bank. Taking a customer or a prospective business client to a dinner or other meal, buying small gifts for customers or prospective customers, (or similar activities) is a necessary part of the Company's marketing efforts and is not deemed unreasonable "entertainment" or a violation of this policy. These expenses should be documented, and the benefit to be derived by the Company or to the Bank from such expenditures should be detailed.

Conferences:

The Company and FNB may have their employees attend conferences or schools that provide appropriate educational opportunities. These conferences/schools should be related to the financial-services industry and should be directly relevant to the employee's job. Typically, these conferences are sponsored by vendors, banking associations, or other industry-related entities. At times it may be acceptable that an employee's spouse accompany him or her to such a conference. In the event that a spouse travels to the conference, the spouse's travel expenses will not be paid by the Company. This policy prohibits the Company or FNB funded attendance at any conference/school that does not offer appropriate, legitimate educational opportunities.

Holiday Parties:

The Company believes that an annual Christmas Party is important in terms of employee appreciation and employee morale. Accordingly, this policy does not prohibit reasonable expenditures in conjunction with such event. However, such employee events must be local, as neither overnight nor travel expenses will be paid by the Company or by FNB, and the expenses associated with such an event will be decided by the Expense Committee. Other employee events, such as a department party, should be a fraction of the cost of the Christmas Party and should be deemed reasonable by any appropriate standard.

Transportation Services:

Transportation for Company staff to outlying locations, including but not limited to schools, conferences, business-development meetings, and locations for merger and acquisition research, should be conducted in the most cost-appropriate way for the Company. The Company will maintain, when appropriate, an analysis of trips to determine which mode of transportation is the most appropriate for the Company. Transportation services that may be used include motor vehicles, trains, and commercial and private air service. In analyzing appropriate transportation services, we will consider cost, efficiency, and timeliness. All expenses permitted under this policy shall be approved strictly in accordance with the Company's expense authorization policy.

At least annually, all senior management of the Company and of FNB shall certify that they understand the terms of this policy and that the Company and FNB have complied with its terms. A copy of such certification is attached as Appendix A.

Violations:

Violations of this policy will be reported to the compensation committee no more than 45 days from the date of detection. Based upon investigation by the compensation committee, and the severity of the violation, the following response will occur: (1) The first violation will result in a reprimand that will be placed in the employee's personnel file. (2) A second violation will result in a written memo to the compensation committee. The memo will state that future violations may result in termination, if so determined by the committee. The memo will contain the compensation committee's signatures as well as the employee's signed acknowledgement. (3) Automatic termination, if so determined by the committee.

If it is determined by the compensation committee that a violation has occurred, that is not in accordance with this policy, the employee will be responsible for reimbursement to the holding company or subsidiary.


Approved on December 16, 2010

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