AGREEMENT AND PLAN OF MERGER BY AND AMONG ABC BANCORP THE FIRST BANK OF BRUNSWICK FIRST NATIONAL BANC, INC. FIRST NATIONAL BANK, ST. MARYS, GEORGIA AND FIRST NATIONAL BANK, ORANGE PARK, FLORIDA As of June 30, 2005Agreement and Plan of Merger • July 13th, 2005 • First National Banc Inc • National commercial banks • Georgia
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of June 30, 2005, by and among FIRST NATIONAL BANC, INC. (“Target”), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in St. Marys, Georgia, FIRST NATIONAL BANK, ORANGE PARK FLORIDA (“Orange Park”), a national banking association, and FIRST NATIONAL BANK, ST. MARYS GEORGIA (“St. Marys” and, together with Orange Park, the “Target Banks”), a national banking association, on the one hand, and ABC BANCORP (“Purchaser”), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia, and THE FIRST BANK OF BRUNSWICK (“Purchaser Bank”), a Georgia state-chartered bank, on the other hand. Certain terms used in this Agreement are defined in Section 10.1 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2005 • First National Banc Inc • National commercial banks • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the day of May, 2005 (the “Effective Date”) by and between First National Bank, St. Marys Georgia (the “Bank”), and T. Michael White (the “Executive”).
Re: Agreement and Plan of Merger pursuant to which First National Banc, Inc. will acquire First National Bank, Orange Park, FloridaFirst National Banc Inc • December 23rd, 2003 • National commercial banks
We have acted as counsel to First National Banc, Inc., a Georgia corporation (“FNBI”) in connection with the proposed merger (the “Merger”) of First National Bank, a national banking association having its principal office in Orange Park, Florida (“FNB-Orange Park”) with and into FNBI Interim Bank, N.A., a to-be-formed national banking association and wholly owned subsidiary of FNBI (“Interim”), pursuant to the terms of and as described in that certain Agreement and Plan of Merger dated as of June 17, 2003 (the “Merger Agreement”) by and between FNBI and FNB-Orange Park, and to be joined in by Interim. At your request, and as contemplated by the Merger Agreement, we are rendering our opinion concerning certain federal income tax consequences of the Merger. Unless otherwise indicated, all capitalized terms used in this opinion have the same meaning as used in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2005 • First National Banc Inc • National commercial banks • Florida
THIS AGREEMENT, dated as of the 1st day of October, 2004, by and among First National Banc, Inc. a Georgia corporation (the “Company”), First National Bank, a national bank chartered under the laws of Florida and a wholly-owned subsidiary of the Company (the “Bank”), and Timothy M. O’Keefe (the “Executive”).
