Escrow Agreement Dated October 24, 2003

Exhibit 10.1


ESCROW AGREEMENT

This Escrow Agreement made effective October 24, 2003, by and among Bainbridge Bancshares, Inc., (the " Company" ), and TNB Financial Services, Inc., a Georgia corporation authorized to execute trust powers under the laws of the United States of America (the " Escrow Agent" ).

W I T N E S S E T H :

WHEREAS, the Company intends to raise no less than $5,100,000 in capital by the sale of shares of common stock (the " Interests" ) at a price of $10.00 per share (the " Offering" ). The Company is offering the Interests on a " best efforts" basis that permits subscribers to become holders of the Interests as their subscription agreements are accepted when $5,100,000 has been received by the Company; and


WHEREAS, the Interests are being offered and sold to investors (the " Subscribers" ) by the Directors and Officers of the Company pursuant to Registration Statement filed under the Securities Act of 1933, as amended, and pursuant registration under certain state securities laws or exemptions thereto.


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:


1. Deposits / Record-Keeping .


A. The Company shall deposit or cause to be deposited in escrow all subscription proceeds received from Subscribers (the " Escrowed Funds" ). The Escrow Agent shall have no responsibility for subscription proceeds until those proceeds are actually received and clear through normal banking channels and become good funds. Checks should read: TNB Financial Services, Inc., Escrow Agent for Bainbridge Bancshares, Inc.

B. The Company shall deliver to the Escrow Agent, in a form acceptable to Escrow Agent, type-written evidence of names and addresses of the Subscribers, the number of Interests subscribed for by each Subscriber, the certified Tax ID number, the amounts received from each Subscriber, and such information as will enable the Escrow Agent to attribute to a particular Subscriber all subscription proceeds received by the Escrow Agent from the Company. It is agreed that delivery by the Company to the Escrow Agent of fully completed and signed Subscription Agreements, along with the checks, shall satisfy the foregoing requirement; provided, however, such shall not be the exclusive method for satisfying the foregoing requirement.

C. Pursuant to 12 C.F.R. 330.4, the Escrow Agent shall expressly disclose, by way of specific reference on its deposit account records, that the deposit account in which Escrowed Funds are held, is held by the Escrow Agent as a fiduciary. The Escrow Agent' s records will acknowledge that the Company is also acting in an agency capacity on behalf of the Subscribers pursuant to Securities and Exchange Commission Regulation 240.15c2-4. The Escrow Agent will take all necessary action to comply with the FDIC' s deposit insurance regulations regarding record-keeping requirements, as they may be amended from time to time, so as to sufficiently disclose for purposes of those regulations that the Escrowed Funds are held by the Escrow Agent as agent or custodian for the actual owners of the Escrowed Funds.

2. Rejection of Subscription Agreement .

A. The Company must notify the Escrow Agent, in writing, that a Subscription Agreement was rejected. Any Subscription Agreement may be rejected by the Company in whole or in part. Upon the receipt of a notice of rejection or partial return, the Escrow Agent shall return to the Subscriber signing the rejected Subscription Agreement the amount tendered therewith without deduction or interest, as long as the check has cleared and becomes good funds.

B. At any time prior to receiving notice pursuant to Paragraph 3.A. that a subscription has been accepted, the Escrow Agent may receive notice from the Company that a particular Subscription Agreement has been withdrawn. Upon receipt of a notice of withdrawal of a Subscription Agreement, the Escrow Agent shall return to the Subscriber who signed the withdrawn Subscription Agreement, the Subscription Agreement (if then in the Escrow Agent' s possession) and the amount tendered therewith, without deduction or interest. The Company shall have the responsibility to return any withdrawn Subscription Agreement in its possession.


3. Disbursement .

A. At such time as the Escrow Agent has received written notice from the Company subscriptions for $5,100,000 of good funds have been received by the Company and placed in escrow with the Escrow Agent and (ii) it has received preliminary approval from the Office of the Comptroller of the Currency for the charter of First National Bank of Decatur County, proposed, the Escrow Agent shall, subject to the receipt of said money, transfer the subscription proceeds with respect to any subscription accepted by the Company to the account of Bainbridge Bancshares, Inc, Escrow Account at TNB Financial Services, Inc. for appropriate distribution. As soon as practical after the receipt of notice from the Company of termination of the Offering by the Company (the " Termination Date" ), the Escrow Agent shall disburse to the account of Bainbridge Bancshares at Thomasville National Bank, all of the subscription proceeds received and collected from all subscribers and at such time this Escrow Agreement will terminate.

B. If $5,100,000 has not been deposited into escrow by December 15, 2004, unless otherwise extended then Escrow Agent shall refund to each of the subscribers their individual contributions, without interest.

C. The Company shall make available a true copy of this Escrow Agreement to each Subscriber.


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4. Escrow Agent .


The parties further covenant, warrant and agree that the Escrow Agent:

A. May invest all funds, to the extent permitted by law and this Escrow Agreement, and at the written direction of the Company, in short term debt securities that are fully guaranteed, as to repayment of income and principal, by the government of the United States of America, or in mutual funds that consist solely of such investments.


B. Escrow Agent shall be compensated for its services in accordance with the schedule of fees in Exhibit A attached hereto, which may be deducted by Escrow Agent from investment earnings, if any, on the Escrowed Funds; however, the Company shall be responsible for payment of all agreed fees of Escrow Agent hereunder. Except for the fee, all interest or earnings on escrow shall be paid to the Bank at termination date.

5. Indemnification and Exculpation .

A. Escrow Agent undertakes to perform only such duties as expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of Escrow Agent' s so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party her ...