First National Bankshares of Florida Inc Sample Contracts

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WITNESSETH:
Transition Services Agreement • December 5th, 2003 • First National Bankshares of Florida Inc • State commercial banks • Florida
BETWEEN
Employee Benefits Agreement • December 22nd, 2003 • First National Bankshares of Florida Inc • State commercial banks • Florida
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
Agreement and Plan of Merger • March 26th, 2004 • First National Bankshares of Florida Inc • State commercial banks • Florida
RECITALS
Tax Disaffiliation Agreement • December 5th, 2003 • First National Bankshares of Florida Inc • State commercial banks • Florida
EXHIBIT 2.1 AGREEMENT AND PLAN OF DISTRIBUTION
Agreement and Plan of Distribution • December 22nd, 2003 • First National Bankshares of Florida Inc • State commercial banks • Florida
WITNESSETH:
Employment Agreement • October 31st, 2003 • First National Bankshares of Florida Inc
WITNESSETH:
Assignment and Joint Ownership Agreement • December 5th, 2003 • First National Bankshares of Florida Inc • State commercial banks • Pennsylvania
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 3rd, 2004 • First National Bankshares of Florida Inc • State commercial banks • Ohio

AGREEMENT AND PLAN OF MERGER, dated as of August 1, 2004 (this “Agreement”), by and between FIRST NATIONAL BANKSHARES OF FLORIDA, INC., a Florida corporation (“First National Bankshares”), and FIFTH THIRD BANCORP, an Ohio corporation (“Fifth Third”).

LETTERHEAD OF SHUTTS & BOWEN LLP] July 15, 2004
First National Bankshares of Florida Inc • July 16th, 2004 • State commercial banks

Shutts & Bowen LLP has acted as special counsel to Southern Community Bancorp, a Florida corporation (“SCB”), in connection with the proposed merger (the “Merger”) of SCB with and into First National Bankshares of Florida, Inc., a Florida corporation (“FLB”), pursuant to the terms of, and as described in, that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 19, 2004, by and between FLB and SCB. At your request, in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-4 relating to the issuance of shares of common stock of FLB in the Merger (the “Registration Statement”), which includes the joint proxy statement-prospectus of FLB and SCB (the “Proxy Statement-Prospectus”), and pursuant to Section 9.1(f) of the Merger Agreement, Shutts & Bowen LLP is rendering its opinion concerning certain federal income tax consequences of the Merger. Unless otherwise indicated, all capitalized terms used in this opi

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 19th, 2004 • First National Bankshares of Florida Inc • State commercial banks • Florida

This First Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the 12th day of August, 2004, by and between First National Bankshares of Florida, Inc., a Florida corporation (“FLB”), and Southern Community Bancorp, a Florida corporation (“SCB”).

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