AGREEMENT AND PLAN OF MERGER

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                                                                    EXHIBIT 2.01

                                  CONFIDENTIAL

                          AGREEMENT AND PLAN OF MERGER

                                 BY AND BETWEEN

                           COMMUNITY BANCSHARES, INC.

                                       AND

                              THE BANC CORPORATION

                                   DATED AS OF

                                 APRIL 29, 2006

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                                TABLE OF CONTENTS

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ARTICLE 1............................................................................................................     1
   NAME 1

         1.1 Name....................................................................................................     1

ARTICLE 2............................................................................................................     1
   MERGER -- TERMS AND CONDITIONS....................................................................................     1

         2.1 Applicable Law..........................................................................................     1

         2.2 Corporate Existence.....................................................................................     1

         2.3 Certificate of Incorporation and Bylaws.................................................................     2

         2.4 Resulting Corporation's Officers and Board..............................................................     2

         2.5 Stockholder Approvals...................................................................................     2

         2.6 Further Acts............................................................................................     2

         2.7 Effective Date and Closing..............................................................................     2

         2.8 Subsidiary Bank.........................................................................................     3

ARTICLE 3............................................................................................................     3
   CONVERSION OF ACQUIRED CORPORATION STOCK..........................................................................     3

         3.1 Conversion of Acquired Corporation Stock................................................................     3

         3.2 Surrender of Acquired Corporation Stock.................................................................     4

         3.3 Fractional Shares.......................................................................................     4

         3.4 Adjustments.............................................................................................     4

         3.5 Buyer Stock.............................................................................................     5

ARTICLE 4............................................................................................................     5
   REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER................................................................     5

         4.1 Organization............................................................................................     5

         4.2 Capital Stock...........................................................................................     5

         4.3 Taxes...................................................................................................     5
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4.4  No Conflict with Other Instrument.....................................................................     6

4.5  Absence of Material Adverse Change....................................................................     6

4.6  Approval of Agreement.................................................................................     6

4.7  Tax Treatment.........................................................................................     6

4.8  Title and Related Matters.............................................................................     6

4.9  Subsidiaries..........................................................................................     7

4.10 Contracts.............................................................................................     7

4.11 Litigation............................................................................................     7

4.12 Compliance............................................................................................     7

4.13 Registration Statement................................................................................     7

4.14 SEC Filings and Financial Statements; NASDAQ..........................................................     8

4.15 Form S-4..............................................................................................     8

4.16 Brokers...............................................................................................     9

4.17 Government Authorization..............................................................................     9

4.18 Absence of Regulatory Communications..................................................................     9

4.19 Disclosure............................................................................................     9

4.20 Absence of Certain Changes or Events..................................................................     9

4.21 Commitments...........................................................................................    10

4.22 Charter and Bylaws....................................................................................    11

4.23 Material Contract Defaults............................................................................    11

4.24 Insurance.............................................................................................    11

4.25 Governmental Authorization............................................................................    11

4.27 Regulatory Approvals..................................................................................    11

4.28 Loans; Adequacy of Allowance for Loan Losses..........................................................    12

4.29 Environmental Matters.................................................................................    12
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         4.30 Labor Disputes........................................................................................     12

         4.31 Derivative Contracts..................................................................................     12

         4.32 Accounting, Tax and Regulatory Matters................................................................     13

         4.33 Opinion of Counsel....................................................................................     13

         4.34 Transactions with Management..........................................................................     13

         4.35 Accounting Controls...................................................................................     13

         4.36 Deposit Insurance.....................................................................................     13

         4.37 Collective Bargaining.................................................................................     13

         4.38 Opinion of Counsel....................................................................................     13

           13

ARTICLE 5...........................................................................................................     14
   REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACQUIRED............................................................     14

   CORPORATION......................................................................................................     14

         5.1  Organization..........................................................................................     14

         5.2  Capital Stock.........................................................................................     14

         5.3  Subsidiaries..........................................................................................     14

         5.4  SEC Filings and Financial Statements..................................................................     15

         5.5  Absence of Certain Changes or Events..................................................................     15

         5.6  Title and Related Matters.............................................................................     17

         5.7  Commitments...........................................................................................     18

         5.8  Charter and Bylaws....................................................................................     18

         5.9  Litigation; Compliance with Laws......................................................................     18

         5.10 Material Contract Defaults............................................................................     18

         5.11 No Conflict with Other Instrument.....................................................................     19

         5.12 Governmental Authorization............................................................................     19

         5.13 Absence of Regulatory Communications..................................................................     19
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5.14 Absence of Material Adverse Change....................................................................    19

5.15 Insurance.............................................................................................    19

5.16 Pension and Employee Benefit Plans; Employees.........................................................    19

5.17 Buy-Sell Agreement....................................................................................    23

5.18 Brokers...............................................................................................    23

5.19 Approval of Agreements................................................................................    24

5.20 Disclosure............................................................................................    24

5.21 Registration Statement................................................................................    24

5.22 Loans; Allowance for Possible Loan Losses.............................................................    25

5.23 Environmental Matters.................................................................................    25

5.24 Taxes.................................................................................................    25

5.25 Collective Bargaining.................................................................................    26

5.26 Labor Disputes........................................................................................    26

5.27 Derivative Contracts..................................................................................    26

5.28 Accounting, Tax and Regulatory Matters................................................................    27

5.29 Offices...............................................................................................    27

5.30 Data Processing Systems...............................................................................    27

5.31 Intellectual Property.................................................................................    27

5.32.No Trust Powers.......................................................................................    27

5.33 Regulatory Approvals..................................................................................    27

5.34 Opinion of Counsel....................................................................................    27

5.35 Anti-takeover Provisions..............................................................................    28

5.36 Transactions with Management..........................................................................    28

5.37 [Reserved]............................................................................................    28

5.38 Accounting Controls...................................................................................    28
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         5.39 Deposit Insurance......................................................................................    28

         5.40 Registration Obligations...............................................................................    28

ARTICLE 6............................................................................................................    28
   ADDITIONAL COVENANTS..............................................................................................    28

         6.1  Additional Covenants of Buyer..........................................................................    28

         6.2  Additional Covenants of Acquired Corporation...........................................................    31

         6.3  Additional Obligations of Buyer and Acquired Corporation Relating to Trust Preferred Securities........    36

         6.4  Additional Obligations of Buyer and Acquired Corporation Relating to the Community Bancshares, Inc.
              Employee Stock Ownership Plan..........................................................................    36

ARTICLE 7............................................................................................................    37
   MUTUAL COVENANTS AND AGREEMENTS...................................................................................    37

         7.1  Best Efforts, Cooperation..............................................................................    37

         7.2  Press Release..........................................................................................    37

         7.3  Mutual Disclosure......................................................................................    37

         7.4  Access to Properties and Records; Investigation........................................................    37

         7.5  Notice of Adverse Changes..............................................................................    38

ARTICLE 8............................................................................................................    38
   CONDITIONS TO OBLIGATIONS OF ALL PARTIES..........................................................................    38

         8.1  Approval by Stockholders...............................................................................    38

         8.2  Regulatory Authority Approval; Other Consents..........................................................    38

         8.3  Legal Proceedings......................................................................................    39

         8.4  Registration Statement.................................................................................    39

         8.5  Tax Opinion............................................................................................    39

ARTICLE 9............................................................................................................    40
   CONDITIONS TO OBLIGATIONS OF ACQUIRED CORPORATION.................................................................    40

         9.1  Representations, Warranties and Covenants..............................................................    40

         9.3  Closing Certificate....................................................................................    40
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         9.4   Opinion of Counsel....................................................................................    41

         9.5   Fairness Opinion......................................................................................    41

         9.6   NASDAQ Listing........................................................................................    41

         9.7   Support for Legal Opinion.............................................................................    41

         9.8   Material Events.......................................................................................    41

         9.9   Other Matters.........................................................................................    41

ARTICLE 10...........................................................................................................    42
   CONDITIONS TO OBLIGATIONS OF BUYER................................................................................    42

         10.1  Representations, Warranties and Covenants.............................................................    42

         10.2  Acquired Corporation Net Worth........................................................................    42

         10.3  Closing Certificate...................................................................................    42

         10.4  Opinion of Counsel....................................................................................    42

         10.5  Controlling Stockholders..............................................................................    43

         10.6  Support for Legal Opinions............................................................................    43

         10.7  [Reserved]............................................................................................    43

         10.8  [Reserved]............................................................................................    43

         10.9  Fairness Opinion......................................................................................    43

         10.10 Other Matters.........................................................................................    44

ARTICLE 11...........................................................................................................    44
   TERMINATION OF REPRESENTATIONS AND WARRANTIES.....................................................................    44

ARTICLE 12...........................................................................................................    44
   NOTICES 44

ARTICLE 13...........................................................................................................    45
   AMENDMENT OR TERMINATION..........................................................................................    45

         13.1  Amendment.............................................................................................    45

         13.2  Termination...........................................................................................    45

ARTICLE 14...........................................................................................................    48
   DEFINITIONS.......................................................................................................    48
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ARTICLE 15...........................................................................................................    56
   MISCELLANEOUS.....................................................................................................    56

         15.1  Expenses..............................................................................................    56

         15.2  Benefit and Assignment................................................................................    57

         15.3  Governing Law.........................................................................................    57

         15.4  Counterparts..........................................................................................    57

         15.5  Headings..............................................................................................    57

         15.6  Severability..........................................................................................    57

         15.7  Construction..........................................................................................    57

         15.8  Confidentiality; Return of Information................................................................    57

         15.9  Equitable Remedies....................................................................................    58

         15.10 Attorneys' Fees.......................................................................................    58

         15.11 No Waiver.............................................................................................    58

         15.12 Remedies Cumulative...................................................................................    58

         15.13 Entire Contract.......................................................................................    58
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                          AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of this the
29th day of April, 2006, by and between COMMUNITY BANCSHARES, INC. ("Acquired
Corporation"), a Delaware corporation, and THE BANC CORPORATION ("Buyer"), a
Delaware corporation.

                                   WITNESSETH

      WHEREAS, Acquired Corporation operates as a bank holding company for its
wholly owned subsidiary, Community Bank (the "Bank"), with its principal office
in Blountsville, Alabama;

      WHEREAS, Buyer is a thrift holding company with a Subsidiary federal
savings bank in Alabama and Florida;

      WHEREAS, Acquired Corporation wishes to merge with Buyer; and

      WHEREAS, it is the intention of Buyer and Acquired Corporation that such
Merger shall qualify for federal income tax purposes as a "reorganization"
within the meaning of Section 368(a) of the Code, as defined herein;

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Parties hereto agree as follows:

                                    ARTICLE 1

                                      NAME

      1.1 NAME. The name of the corporation resulting from the Merger shall be
"The Banc Corporation", or such other name as Buyer shall have adopted as of the
Effective Date.

                                    ARTICLE 2

                         MERGER -- TERMS AND CONDITIONS

      2.1 APPLICABLE LAW. On the Effective Date, Acquired Corporation shall be
merged (the "Merger") with and into Buyer (herein referred to as the "Resulting
Corporation" whenever reference is made to it as of the time of merger or
thereafter). The Merger shall be undertaken pursuant to the provisions of and
with the effect provided in the DGCL. The offices and facilities of Acquired
Corporation and of Buyer shall become the offices and facilities of the
Resulting Corporation.

      2.2 CORPORATE EXISTENCE. On the Effective Date, the corporate existence of
Acquired Corporation and of Buyer shall, as provided in the DGCL, be merged into
and continued in the Resulting Corporation, and the Resulting Corporation shall
be deemed to be the same corporation as Acquired Corporation and Buyer. All
property, rights, privileges, powers, franchises and interests of Acquired
Corporation and Buyer, respectively, in and to every type of

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property (real, personal and mixed) and choses in action shall be transferred to
and vested in the Resulting Corporation, and all debts and other obligations
shall be assumed by the Resulting Corporation, by virtue of the Merger without
any deed or other transfer. The Resulting Corporation on the Effective Date, and
without any order or other action on the part of any court or otherwise, shall
hold and enjoy all rights of property, franchises and interests, including
appointments, designations and nominations and all other rights and interests as
trustee, executor, administrator, transfer agent and registrar of stocks and
bonds, guardian of estates, assignee, and receiver and in every other fiduciary
capacity and in every agency, and capacity, in the same manner and to the same
extent as such rights, franchises and interests were held or enjoyed by Acquired
Corporation and Buyer, respectively, on the Effective Date, and shall be subject
to all the restrictions, disabilities and duties of Acquired Corporation and
Buyer, respectively, on the Effective Date.

      2.3 CERTIFICATE OF INCORPORATION AND BYLAWS. On the Effective Date, the
certificate of incorporation and bylaws of the Resulting Corporation shall be
the restated certificate of incorporation and bylaws of Buyer as they exist
immediately before the Effective Date.

      2.4 RESULTING CORPORATION'S OFFICERS AND BOARD. The board of directors and
the officers of the Resulting Corporation on the Effective Date shall consist of
those persons serving in such capacities of Buyer as of the Effective Date.
Buyer agrees that during the sixty days prior to the Effective Date it will
undertake its usual process for identifying candidates for election to its board
of directors, and subject to approval of such individuals by any applicable
Agency, will utilize such process to recommend two individuals for such
election, at the first meeting of Buyer's Board of Directors following the
Effective Date, who are independent members of Acquired Corporation's board of
directors (as determined by SEC and NASDAQ rules and regulations and by other
applicable Laws) as of the business day prior to the Effective Date. Buyer is
not aware of any prior regulatory approval that is needed from any regulatory
Agency for the election of such two directors.

      2.5 STOCKHOLDER APPROVALS. This Agreement shall be submitted to the
respective stockholders of Acquired Corporation and of Buyer at the
Stockholders' Meetings to be held as promptly as practicable consistent with the
terms and conditions set forth in this Agreement. Upon approval by the requisite
vote of the stockholders of Acquired Corporation and of Buyer as required by
applicable Law, the Merger shall become effective as soon as practicable
thereafter in the manner provided in Section 2.7 hereof, .

      2.6 FURTHER ACTS. If, at any time after the Effective Date, the Resulting
Corporation shall consider or be advised that any further assignments or
assurances in law or any other acts are necessary or desirable to vest, perfect,
confirm or record, in the Resulting Corporation, title to and possession of any
property or right of Acquired Corporation or Buyer, acquired as a result of the
Merger, Buyer and its officers and directors shall execute and deliver all such
proper deeds, assignments and assurances in law and do all acts necessary or
proper to vest, perfect or confirm title to, and possession of, such property or
rights in the Resulting Corporation.

      2.7 EFFECTIVE DATE AND CLOSING. Subject to the terms of all requirements
of Law and the conditions specified in this Agreement the Merger shall become
effective on the date specified in the Certificate of Merger to be issued by the
Secretary of State of Delaware (such

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time being herein called the "Effective Date"). Assuming all other conditions
stated in this Agreement have been or will be satisfied as of the Closing, the
Closing shall take place at the offices of Buyer, in Birmingham, Alabama, at
5:00 p.m. on a date specified by Buyer that shall be as soon as reasonably
practicable, but not later than 30 calendar days, after the later to occur of
the Stockholders' Meetings or all required regulatory approvals under Section
8.2, or at such other place and time that the Parties may mutually agree.

      2.8 SUBSIDIARY BANK. Upon the Effective Date, the Bank will merge with and
into Buyer's savings bank Subsidiary, Superior Bank, a federal savings bank (the
"Bank Merger"). Acquired Corporation will cooperate with Buyer, including the
call of any special meetings of the board of directors of the Bank and the
filing of any regulatory applications and the execution of appropriate
documentation relating to the Bank Merger.

                                    ARTICLE 3

                    CONVERSION OF ACQUIRED CORPORATION STOCK

      3.1 CONVERSION OF ACQUIRED CORPORATION STOCK.

      (a) Subject to the potential adjustment provided for in Section 3.1(c) and
3.4 below, on the Effective Date, each share of common stock of Acquired
Corporation outstanding and held of record by the Acquired Corporation's
stockholders, but excluding shares held by the Acquired Corporation or any of
its Subsidiaries, other than in a fiduciary capacity or as a result of debts
previously contracted (the "Acquired Corporation Stock"), shall be converted by
operation of law and without any action by any holder thereof into and exchanged
for the right to receive 0.8974 shares of Buyer's Common Stock (the "Exchange
Ratio").

      (b) On the Effective Date, all outstanding Acquired Corporation Options
and the outstanding Acquired Corporation Warrants shall be cancelled and each
holder of such options and the holder of such warrants shall be entitled to
receive in exchange therefor the right to receive cash equal to the amount
resulting when the number of Acquired Corporation Options or the number of
Acquired Corporation Warrants, as the case may be, held by a holder thereof is
multiplied by the Per Unit Value. As used herein, the term "Per Unit Value"
shall mean (i) $10.50 less (ii) the exercise price for each share of Acquired
Corporation Stock subject to such option or warrant. Schedule 3.1 to the
Acquired Corporation's Disclosure Supplement sets forth the names of all persons
holding Acquired Corporation Options and Acquired Corporation Warrants, the
number of shares of Acquired Corporation common stock subject to such options
and warrants, the exercise price and the expiration date of such options and
warrants.

      (c) Notwithstanding anything to the contrary in this Section 3.1 or
otherwise in this Agreement, in the event that there is a shortfall (the "Net
Worth Shortfall Amount") between the Acquired Corporation Net Worth specified in
Section 10.2 hereof (the "Required Net Worth Amount"), and the actual amount of
such Net Worth, then the Exchange Ratio shall be adjusted downward by the
Reduction Factor. As used herein, the "Reduction Factor" shall mean the
percentage obtained by dividing (i) the Net Worth Shortfall Amount by (ii) the
Required Net Worth Amount.

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      3.2 SURRENDER OF ACQUIRED CORPORATION STOCK. As promptly as practicable,
but in no case later than fifteen (15) business days after the Effective Date,
an independent exchange agent (the "Exchange Agent") appointed by Buyer shall
send to each holder of record of shares of Acquired Company Stock outstanding on
the Effective Date transmittal materials for use in exchanging the certificates
for such shares for certificates for shares of Buyer's Common Stock into which
such shares of Acquired Company Stock have been converted pursuant hereto. Each
holder of an outstanding certificate or certificates which prior thereto
represented shares of Acquired Corporation Stock who is entitled to receive
Buyer's Common Stock shall be entitled, upon surrender to the Exchange Agent of
their certificate or certificates representing shares of Acquired Corporation
Stock (or an affidavit or affirmation by such holder of the loss, theft, or
destruction of such certificate or certificates in such form as the Exchange
Agent may reasonably require and, if Buyer reasonably requires, a bond of
indemnity in form and amount, and issued by such sureties, as Buyer may
reasonably require), to receive in exchange therefor a certificate or
certificates representing the number of whole shares of Buyer's Common Stock
into and for which the shares of Acquired Corporation Stock so surrendered shall
have been converted, such certificates to be of such denominations and
registered in such names as such holder may reasonably request. Until so
surrendered and exchanged, each such outstanding certificate which, prior to the
Effective Date, represented shares of Acquired Corporation Stock and which is to
be converted into Buyer's Common Stock shall for all purposes evidence ownership
of the Buyer's Common Stock into and for which such shares shall have been so
converted and holders thereof shall have all rights as holders of Buyer's Common
Stock , except that dividends or other distributions with respect to such
Buyer's Common Stock, if any, shall be held by Buyer until the certificates
previously representing shares of Acquired Corporation Stock shall have been
properly tendered. After the Effective Date, there shall be no transfers on the
stock transfer books of Acquired Corporation of shares of Acquired Corporation
Stock which were issued and outstanding on the Effective Date and converted
pursuant to the provisions hereof. If after the Effective Date certificates are
presented for transfer to Acquired Corporation, they shall be canceled and
exchanged for the shares of Buyer's Common Stock deliverable in respect thereof
as determined in accordance with the provisions of this paragraph.

      3.3 FRACTIONAL SHARES. No fractional shares of Buyer's Common Stock shall
be issued, and each holder of shares of Acquired Corporation Stock having a
fractional interest arising upon the conversion of such shares into shares of
Buyer's Common Stock shall, at the time of surrender of the certificates
previously representing Acquired Corporation Stock, be paid by Buyer an amount
in cash, without interest, in an amount equal to such fractional part of a share
of Buyer's Common Stock multiplied by the closing price per share of Buyer's
Common Stock on NASDAQ on the Effective Date.

      3.4 ADJUSTMENTS. In the event that prior to the Effective Date Buyer's
Common Stock shall be changed into a different number of shares or a different
class of shares by reason of any recapitalization or reclassification, stock
dividend, combination, stock split, or reverse stock split of the Buyer's Common
Stock, an appropriate and proportionate adjustment shall be made in the number
of shares of Buyer's Common Stock into which the Acquired Corporation Stock
shall be converted.

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      3.5 BUYER STOCK. The shares of Common Stock of Buyer issued and
outstanding immediately before the Effective Date shall continue to be issued
and outstanding shares of the Resulting Corporation.

                                    ARTICLE 4

               REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

      Buyer represents, warrants and covenants to and with Acquired Corporation
as follows:

      4.1 ORGANIZATION. Buyer is a corporation duly organized, validly existing
and in good standing under the Laws of the State of Delaware. Buyer has all
requisite power and authority to carry on its business as it is now being
conducted and is qualified to do business in every jurisdiction in which the
character and location of the Assets owned by it or the nature of the business
transacted by it requires qualification or in which the failure to qualify
could, individually, or in the aggregate, have a Material Adverse Effect.

      4.2 CAPITAL STOCK.

      (a) The authorized capital stock of Buyer consists of (A) 35,000,000
shares of Common Stock, $0.001 par value per share, of which as of March 31,
2005, 20,351,736 shares were validly issued and 20,084,587 shares were
outstanding, fully paid and nonassessable under the DGCL and are not subject to
preemptive rights (not counting additional shares reserved for issuance pursuant
to stock option and other plans and outstanding options issued under such plans
or otherwise), and (B) 5,000,000 shares of Convertible Preferred Stock, $0.001
par value per share, none of which is issued and outstanding. The shares of
Buyer's Common Stock to be issued in the Merger are duly authorized and, when so
issued, will be validly issued and outstanding, fully paid and nonassessable
under the DGCL, will have been registered under the 1933 Act and will have been
registered or qualified under the securities laws of all jurisdictions in which
such registration or qualification is required, based upon information provided
by Acquired Corporation and will be listed and eligible for trading on NASDAQ.

      (b) The authorized capital stock of each Subsidiary of Buyer is validly
issued and outstanding, fully paid and nonassessable under the Laws of the
jurisdiction in which such Subsidiary is organized, and each Subsidiary is
wholly owned, directly or indirectly, by Buyer.

      4.3 TAXES. All Tax returns required to be filed by or on behalf of Buyer
have been timely filed (or requests for extensions therefor have been timely
filed and granted and have not expired), and all returns filed are complete and
accurate in all material respects. All Taxes due and all additional assessments
received have been paid. The amounts recorded for Taxes on the balance sheets
contained in the reports described in Section 4.14 are, to the Knowledge of
Buyer, sufficient in all material respects for the payment of all unpaid
federal, state, county, local, foreign or other Taxes (including any interest or
penalties) of Buyer accrued for or applicable to the period ended on the dates
thereof, and all years and periods prior thereto and for which Buyer may at such
dates have been liable in its own right or as transferee of the Assets of, or as
successor to, any other corporation or other party. Except as disclosed on
Schedule 4.3 to Buyer's Disclosure Supplement, no audit, examination or
investigation is presently being conducted or, to the Knowledge of Buyer,
threatened by any taxing authority which is likely to

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result in a material Tax Liability, no material unpaid Tax deficiencies or
additional liabilities of any sort have been proposed by any governmental
representative and no agreements for extension of time for the assessment of any
material amount of Tax have been entered into by or on behalf of Buyer. To the
Knowledge of Buyer, Buyer has withheld from its employees (and timely paid to
the appropriate governmental entity) proper and accurate amounts for all periods
in material compliance with all Tax withholding provisions of applicable
federal, state, foreign and local Laws (including without limitation, income,
Social Security and employment Tax withholding for all types of compensation).

      4.4 NO CONFLICT WITH OTHER INSTRUMENT. The consummation of the
transactions contemplated by this Agreement will not result in the breach of any
term or provision of or constitute a Default (without regard to the giving of
notice or the passage of time) under any material Contract, indenture, mortgage,
deed of trust or other material agreement or instrument to which Buyer or any of
its Subsidiaries is a party or by which they or their Assets may be bound; will
not conflict with any provision of the certificate of incorporation or bylaws of
Buyer or the certificate or articles of incorporation or bylaws of any of its
Subsidiaries; and will not violate any provision of any Law, regulation,
judgment or decree binding on them or any of their Assets.

      4.5 ABSENCE OF MATERIAL ADVERSE CHANGE. Since December 31, 2005, there
have been no events, changes or occurrences which have had or are reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
Buyer, except as disclosed in Schedule 4.5 to Buyer's Disclosure Supplement.

      4.6 APPROVAL OF AGREEMENT. The board of directors of Buyer has approved
this Agreement and the transactions contemplated by it and has authorized the
execution and delivery by Buyer of this Agreement. This Agreement constitutes
the legal, valid and binding obligation of Buyer, enforceable against it in
accordance with its terms. Subject to (a) the matters referred to in Section 8.2
and (b) approval by the stockholders of Buyer of the Merger and the transactions
contemplated by this Agreement, Buyer has full power, authority and legal right
to enter into this Agreement and to consummate the transactions contemplated by
this Agreement. Buyer has no Knowledge of any fact or circumstance under which
the appropriate regulatory approvals required by Section 8.2 will not be granted
without the imposition of material conditions or material delays.

      4.7 TAX TREATMENT. Buyer has no present plan to sell or otherwise dispose
of any material portion of the Assets of Acquired Corporation, subsequent to the
Merger, and Buyer intends to continue the historic business of Acquired
Corporation.

      4.8 TITLE AND RELATED MATTERS. Buyer has good and marketable title to all
the properties, interests in properties and Assets, real and personal, that are
material to the business of Buyer, reflected in the balance sheet dated as of
December 31, 2005 in the Buyer SEC Reports, or acquired after the date of such
balance sheet (except properties, interests and Assets sold or otherwise
disposed of since such date, in the ordinary course of business, or, if other
than in the ordinary course of business, of a nature and amount not material to
the business of Buyer), free and clear of all mortgages, Liens, pledges, charges
or encumbrances except (a) mortgages and other encumbrances referred to in the
notes of such balance sheet, (b) liens for current Taxes not yet due and payable
and (c) such imperfections of title and easements as do not materially

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detract from or interfere with the present use of the properties subject thereto
or affected thereby, or otherwise materially impair present business operations
at such properties. To the Knowledge of Buyer, the material structures and
equipment of Buyer comply in all material respects with the requirements of all
applicable Laws.

      4.9 SUBSIDIARIES. Each Subsidiary of Buyer has been duly incorporated and
is validly existing as a corporation in good standing under the Laws of the
jurisdiction of its incorporation and each Subsidiary has been duly qualified as
a foreign corporation to transact business and is in good standing under the
Laws of each other jurisdiction in which it owns or leases properties, or
conducts any business so as to require such qualification and in which the
failure to be duly qualified could have a Material Adverse Effect upon Buyer and
its Subsidiaries considered as one enterprise; the federal savings bank
Subsidiary of Buyer has its deposits fully insured by the Federal Deposit
Insurance Corporation to the extent provided by the Federal Deposit Insurance
Act; and the businesses of the non-bank Subsidiaries of Buyer are permitted to
subsidiaries of registered thrift holding companies.

      4.10 CONTRACTS. Neither Buyer nor any of its Subsidiaries is in violation
of its respective certificate of incorporation or bylaws or in Default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any Contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which it is a party or by which it or its property
may be bound, except for such Defaults, if any, as would not, individually or in
the aggregate, have a Material Adverse Effect upon Buyer.

      4.11 LITIGATION. Except as disclosed in Schedule 4.11 to Buyer's
Disclosure Supplement, there is no Litigation before or by any court or Agency,
domestic or foreign, now pending, or, to the Knowledge of Buyer, threatened
against or affecting Buyer or any of its Subsidiaries (nor does Buyer have
knowledge of any facts which could give rise to any such Litigation) which is
reasonably likely to have any Material Adverse Effect or prospective Material
Adverse Effect, or which is reasonably likely to materially affect or delay the
consummation of the transactions contemplated by this Agreement; and all pending
legal or governmental proceedings to which Buyer or any Subsidiary is a party or
of which any of their properties is the subject, including ordinary routine
litigation incidental to the business, are, considered in the aggregate not
material.

      4.12 COMPLIANCE. Buyer and its Subsidiaries, in the conduct of their
businesses, are to the Knowledge of Buyer, in material compliance with all
material federal, state or local Laws applicable to their or the conduct of
their businesses, including Laws imposing Taxes.

      4.13 REGISTRATION STATEMENT. None of the information supplied or to be
supplied by Buyer for inclusion in the Registration Statement to be filed by
Buyer with the SEC will, when the Registration Statement becomes effective, be
false or misleading with respect to any material fact, or omit to state any
material fact necessary to make the statements therein not misleading. None of
the information supplied or to be supplied by Buyer to Buyer's or Acquired
Corporation's stockholders in the proxy statement/prospectus used in connection
with the Stockholders' Meetings, and any other documents to be filed by Buyer
with the SEC, or any other Agency in connection with the transactions
contemplated hereby will, at the respective time such documents are filed and
with respect to the Acquired Corporation Proxy Statement,

                                       7
<PAGE>

when first mailed to the stockholders of Acquired Corporation, and with respect
to the Buyer Proxy Statement when first mailed to the stockholders of Buyer, be
false or misleading with respect to any material fact, or omit to state any
material fact necessary to make the statements therein, not misleading, or in
the case of the Acquired Corporation Proxy Statement or any amendment thereof or
supplement thereto, at the time of the Acquired Corporation Stockholders'
Meetings, and in the case of the Buyer Proxy Statement or any amendment thereof
or supplement thereto, at the time of the Buyer Stockholders' Meeting, be false
or misleading with respect to any material fact, or omit to state any material
fact necessary to correct any statement in any earlier communication with
respect to the solicitation of proxies for the respective Stockholders'
Meetings.

      4.14 SEC FILINGS AND FINANCIAL STATEMENTS; NASDAQ. (a) Since December 31,
2003, Buyer has filed all forms, reports and documents with the SEC required to
be filed by it pursuant to the federal securities Laws and SEC rules and
regulations thereunder (the "Buyer SEC Reports"), each of which complied as to
form, at the time such form, report or document was filed (and subject to any
subsequent amendments thereto), in all material respects with the applicable
requirements of the 1933 Act, the 1934 Act and the applicable rules and
regulations thereunder. To the Knowledge of Buyer, each member of Buyer's board
of directors has filed all forms, reports and documents with the SEC required to
be filed by him pursuant to the federal securities Laws and SEC rules and
regulations thereunder. As of their respective dates, none of the Buyer SEC
Reports contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading. Each of the balance sheets in the Buyer SEC Reports (including the
related notes and schedules, and subject to any subsequent amendments to such
Buyer SEC Reports) fairly presents the financial condition of the entity or
entities to which it relates for the periods set forth therein (subject, in the
case of unaudited interim statements, to normal year-end audit adjustments that
are not material in amount or effect), in each case in accordance with generally
accepted accounting principles consistently applied during the periods involved,
except as may be noted therein. Buyer has no material obligations or liabilities
(contingent or otherwise) except as disclosed in the Buyer SEC Reports. For
purposes of this paragraph, "material" shall have the meaning of such term as
defined under the 1933 Act, the 1934 Act and the rules promulgated thereunder.

      (b) Since December 31, 2003, Buyer has filed all forms, reports and
documents with NASDAQ required to be filed by it pursuant to the requirements of
NASDAQ (the "NASDAQ Reports"), each of which complied as to form, at the time
such form, report or document was filed (and subject to any subsequent
amendments thereto), in all material respects with the applicable requirements
of NASDAQ. As of their respective dates, none of the NASDAQ Reports contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading. Buyer
is in material compliance with all rules and requirements of NASDAQ applicable
to it.

      4.15 FORM S-4. The conditions for use of a registration statement on SEC
Form S-4 set forth in the General Instructions on Form S-4 will be satisfied
with respect to Buyer and the Registration Statement.

                                       8
<PAGE>

      4.16 BROKERS. Except for services provided by Sandler O'Neill & Partners,
L.P. and Burke Capital Group, L.L.C., which have been retained by Buyer and the
arrangements with which, including fees, have been disclosed to Acquired
Corporation prior to the date hereof, all negotiations relative to this
Agreement and the transactions contemplated by this Agreement have been carried
on by Buyer directly with Acquired Corporation and without the intervention of
any other person, either as a result of any act of Buyer or otherwise in such
manner as to give rights to any valid claim against Buyer for finder's fees,
brokerage commissions or other like payments.

      4.17 GOVERNMENT AUTHORIZATION. Buyer and its Subsidiaries have all Permits
that, to the Knowledge of Buyer and its Subsidiaries, are or will be legally
required to enable Buyer or any of its Subsidiaries to conduct their businesses
in all material respects as now conducted by each of them.

      4.18 ABSENCE OF REGULATORY COMMUNICATIONS. Except as disclosed in Schedule
4.18 to Buyer's Disclosure Supplement, neither Buyer nor any of its Subsidiaries
is subject to, or has received during the past year, any written communication
directed specifically to it from any Agency to which it is or has been subject
or pursuant to which such Agency has imposed or has indicated it is reasonably
likely to impose any material restrictions on the operations of it or the
business conducted by it or taken any other action with respect to Buyer or any
of its Subsidiaries which has had or is reasonably likely to have a Material
Adverse Effect upon Buyer and its Subsidiaries taken as a whole.

      4.19 DISCLOSURE. No representation or warranty, or any statement or
certificate furnished or to be furnished to Acquired Corporation by Buyer,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements contained in
this Agreement or in any such statement or certificate not misleading.

      4.20 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 2005,
neither Buyer nor any of its Subsidiaries has

      (a) issued, delivered or agreed to issue or deliver any stock, bonds or
other corporate securities (whether authorized and unissued or held in the
treasury) except shares of common stock issued upon the exercise of existing
options to purchase shares of Buyer's common stock under its Third Amended and
Restated 1998 Stock Option Plan;

      (b) borrowed or agreed to borrow any funds or incurred, or become subject
to, any Liability (absolute or contingent) except borrowings, obligations
(including purchase of federal funds) and Liabilities incurred in the ordinary
course of business and consistent with past practice;

      (c) paid any material obligation or Liability (absolute or contingent)
other than current Liabilities shown on the December 31, 2005 balance sheet in
the Buyer SEC Reports and current Liabilities incurred since that date in the
ordinary course of business and consistent with past practice;

                                       9
<PAGE>

      (d) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any Assets of any kind whatsoever to stockholders,
or purchased or redeemed, or agreed to purchase or redeem, directly or
indirectly, or otherwise acquire, any of its outstanding securities;

      (e) except in the ordinary course of business, sold or transferred, or
agreed to sell or transfer, any of its Assets, or canceled, or agreed to cancel,
any debts or claims;

      (f) except in the ordinary course of business, entered or agreed to enter
into any agreement or arrangement granting any preferential rights to purchase
any of its Assets, or requiring the consent of any party to the transfer and
assignment of any of its Assets;

      (g) suffered any Losses or waived any rights of value which in either
event in the aggregate are material considering Buyer's business as a whole,
except as are disclosed in Schedule 4.20 of Buyer's Disclosure Supplement;

      (h) except in the ordinary course of business or as disclosed in Schedule
4.20(h) to Buyer's Disclosure Supplement, made or permitted any amendment or
termination of any Contract, agreement or license to which it is a party if such
amendment or termination is material considering Buyer's business as a whole;

      (i) except in accordance with Buyer's normal and usual practice, or as
required by Law or by Contract, or as noted in Schedule 4.20(i) to Buyer's
Disclosure Supplement, made any accrual or arrangement for or payment of bonuses
or special compensation of any kind or any severance or termination pay to any
present or former officer or employee;

      (j) except in accordance with normal and usual practice, increased the
rate of compensation payable to or to become payable to any of its officers or
employees or made any material increase in any profit sharing, bonus, deferred
compensation, savings, insurance, pension, retirement or other employee benefit
plan, payment or arrangement made to, for or with any of its officers or
employees;

      (k) received notice that any of its substantial customers has terminated
or intends to terminate its relationship, which termination would have a
Material Adverse Effect;

      (l) failed to operate its business in the ordinary course (other than this
Agreement and the transactions contemplated hereby and other than Buyer's
Agreement and Plan of Merger with Kensington Bankshares, Inc. dated as of March
6, 2006 and the transactions contemplated thereby) so as to preserve its
business intact and to preserve the goodwill of its customers and others with
whom it has business relations;

      (m) entered into any other transaction other than in the ordinary course
of business; or

      (n) agreed, in writing or otherwise, to take any action described in
clauses (a) through (m) above.

      4.21 COMMITMENTS. Buyer has disclosed in the Exhibits to its annual report
on Form 10-K for the year ended December 31, 2005, or in the Exhibits to any
subsequently filed

                                       10
<PAGE>

quarterly report on Form 10-Q or current report on Form 8-K, all "material
contracts" required to be disclosed pursuant to Item 601(b)(10) of Regulation
S-K under the 1933 Act.

      4.22 CHARTER AND BYLAWS. Schedule 4.22 to Buyer's Disclosure Supplement
contains true and correct copies of the certificate of incorporation or articles
of incorporation and bylaws of Buyer and Superior Bank including all amendments
thereto, as currently in effect. There will be no changes in such certificates
or articles of incorporation or bylaws prior to the Effective Date without the
prior written consent of Acquired Corporation.

      4.23 MATERIAL CONTRACT DEFAULTS. Except as disclosed on Schedule 4.23 to
Buyer's Disclosure Supplement, neither Buyer nor any of its Subsidiaries is in
Default in any material respect under the terms of any material Contract which
has or is reasonably likely to have a Material Adverse Effect on Buyer and its
Subsidiaries taken as a whole, and, to the Knowledge of Buyer, there is no event
which, with notice or lapse of time, or both, may be or become an event of
Default under any such material Contract that is reasonably likely to have such
a Material Adverse Effect in respect of which adequate steps have not been taken
to prevent such a Default from occurring.

      4.24 INSURANCE. Each of the Buyer and its Subsidiaries has in effect
insurance coverage and bonds with reputable insurers which, in respect to
amounts, types and risks insured, management of Buyer reasonably believes to be
adequate for the type of business conducted by such company, and all of which
are identified on Schedule 4.24 to Buyer's Disclosure Supplement. Neither Buyer
nor any of its Subsidiaries is liable for any material retroactive premium
adjustment. All insurance policies and bonds are valid, enforceable and in full
force and effect, and neither Buyer nor any of its Subsidiaries has received any
notice of any material premium increase or cancellation with respect to any of
its insurance policies or bonds. Within the last three years, neither Buyer nor
any of its Subsidiaries has been refused any insurance coverage which it has
sought or applied for, and it has no reason to believe that existing insurance
coverage cannot be renewed as and when the same shall expire, upon terms and
conditions as favorable as those presently in effect, other than possible
increases in premiums that do not result from any extraordinary loss experience.
All policies of insurance presently held or policies containing substantially
equivalent coverage, to the extent available generally in the market without
material increase in cost or change in coverage, will be outstanding and in full
force with respect to each of Buyer and its Subsidiaries at all times from the
date hereof to the Effective Date.

      4.25 GOVERNMENTAL AUTHORIZATION. Buyer and its Subsidiaries have all
Permits that, to the Knowledge of Buyer, are or will be legally required to
enable Buyer and its Subsidiaries to conduct their respective businesses in all
material respects as now conducted by Buyer and each of its Subsidiaries.

      4.26 [RESERVED].

      4.27 REGULATORY APPROVALS. Buyer has no Knowledge of any reason why all
requisite regulatory approvals regarding the Merger should not or cannot be
obtained.

                                       11
<PAGE>

      4.28 LOANS; ADEQUACY OF ALLOWANCE FOR LOAN LOSSES. All reserves for loan
losses shown on the December 31, 2005 financial statements of Buyer in the Buyer
SEC Reports are adequate (within the meaning of GAAP and applicable regulatory
guidelines) in all material respects. To the Knowledge of Buyer, each loan
reflected as an Asset on the financial statements of Buyer is the legal, valid
and binding obligation of the obligor of each loan, enforceable in accordance
with its terms subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, or other similar laws relating to creditors' rights generally and to
general equitable principles and complies with all Laws to which it is subject.
Buyer does not have in its portfolio any loan exceeding its legal lending limit,
and except as disclosed to Acquired Corporation, to the Knowledge of Acquired
Corporation, it has no material loans that are delinquent in payment for more
than 30 days, substandard, doubtful, loss, or nonperforming.

      4.29 ENVIRONMENTAL MATTERS. Buyer and each of its Subsidiaries are in
material compliance with all Environmental Laws, and Buyer has no Knowledge that
Buyer or any of its Subsidiaries has not complied with all regulations and
requirements promulgated by the Occupational Safety and Health Administration
that are applicable to Buyer or any of its Subsidiaries, except, in each case,
where such noncompliance has not had or is not reasonably likely to have a
Material Adverse Effect on Buyer and its Subsidiaries taken as a whole. To the
Knowledge of Buyer, there is no Litigation pending or threatened with respect to
any violation or alleged violation of the Environmental Laws. To the Knowledge
of Buyer, with respect to Assets of Buyer or any of its Subsidiaries, including
any Loan Property of any material loan, (a) there has been no spillage, leakage,
contamination or release of any substances for which the appropriate remedial
action has not been completed; (b) no owned or leased property is contaminated
with or contains any hazardous substance or waste; and (c) there are no
underground storage tanks on any premises owned or leased by Buyer or any of its
Subsidiaries, where in the case of each of clause (a) and (b) any such condition
or occurrence has had or is reasonably likely to have a Material Adverse Effect
on Buyer and its Subsidiaries taken as a whole.

      4.30 LABOR DISPUTES. To the Knowledge of Buyer, Buyer and each of its
Subsidiaries is in material compliance with all federal and state laws
respecting employment and employment practices, terms and conditions of
employment, wages and hours. Neither Buyer nor any of its Subsidiaries is or has
been engaged in any unfair labor practice, and, to the Knowledge of Buyer, no
unfair labor practice complaint against Buyer or any of its Subsidiaries is
pending before the National Labor Relations Board. Relations between management
of Buyer and its Subsidiaries and the employees are amicable and there have not
been, nor to the Knowledge of Buyer, are there presently, any attempts to
organize employees, nor to the Knowledge of Buyer, are there plans for any such
attempts.

      4.31 DERIVATIVE CONTRACTS. Except as disclosed in Section 4.31 to Buyer's
Disclosure Supplement or as entered into in the ordinary course of business
subsequent to the date hereof, neither Buyer nor any of its Subsidiaries is a
party to or has agreed to enter into a swap, forward, future, option, cap, floor
or collar financial contract, or any other interest rate or foreign currency
protection contract or derivative security ("Derivative Contract") not included
in Buyer's December 31, 2005 financial statements in the Buyer SEC Reports
(including various combinations thereof). With respect to all agreements
currently outstanding pursuant to which Buyer or any of its Subsidiaries has
purchased securities subject to an agreement to resell, Buyer

                                       12
<PAGE>

or such Subsidiary has a security interest in the securities or other collateral
securing such agreement, and the value of such collateral at the date such
agreement was entered into equals or exceeds the amount of the debt secured
thereby. Neither Buyer nor any of its Subsidiaries has pledged collateral in
excess of the amount required under any interest rate swap, repurchase
agreement, Derivative Contract or other similar agreement currently outstanding.

      4.32 ACCOUNTING, TAX AND REGULATORY MATTERS. Neither Buyer nor any of its
Subsidiaries has taken any action or has any Knowledge of any fact or
circumstance that is reasonably likely to (i) prevent the transactions provided
for herein, including the Merger, from qualifying as a reorganization within the
meaning of Section 368(a) of the Code, or (ii) materially impede or delay
receipt of any Consents of Agencies referred to in subsection 8.2 of this
Agreement.

      4.33 OPINION OF COUNSEL. Buyer has no Knowledge of any facts that would
preclude issuance of the opinion of counsel referred to in Section 9.4.

      4.34 TRANSACTIONS WITH MANAGEMENT. Buyer has disclosed in Buyer's proxy
statement dated April 17, 2006 with respect to its regular 2006 annual meeting
of stockholders all matters required to be disclosed pursuant to Item 404 of
Regulation S-K under the 1933 Act, "Certain Relationships and Related
Transactions".

      4.35 ACCOUNTING CONTROLS. Buyer and its Subsidiaries have devised and
maintained systems of internal accounting control sufficient to provide
reasonable assurances that: (i) all material transactions are executed in
accordance with general or specific authorization of the Board of Directors of
Buyer and the duly authorized executive officers of Buyer or the applicable
Subsidiary of Buyer; (ii) all material transactions are recorded as necessary to
permit the preparation of financial statements in conformity with GAAP with
respect to Buyer or the applicable Subsidiary of Buyer or any other criteria
applicable to such financial statements, and to maintain proper accountability
for items therein; (iii) access to the material Assets of Buyer and its
Subsidiaries is permitted only in accordance with general or specific
authorization of the Board of Directors of Buyer and the duly authorized
executive officers; and (iv) the recorded accountability for items is compared
with the actual levels at reasonable intervals and appropriate actions taken
with respect to any differences.

      4.36 DEPOSIT INSURANCE. The deposit accounts of Superior Bank are insured
by the FDIC in accordance with the provisions of the FDIC Act. Superior Bank has
paid all regular premiums and special assessments and filed all reports required
under the FDIC Act.

      4.37 COLLECTIVE BARGAINING. There are no labor contracts, collective
bargaining agreements, letters of undertakings or other arrangements, formal or
informal, between any Buyer or any of its Subsidiaries and any union or labor
organization covering the employees of Buyer or of any of its Subsidiaries and
none of said employees are represented by any union or labor organization.

      4.38 OPINION OF COUNSEL. Buyer has no Knowledge of any facts that would
preclude issuance of the opinion of counsel referred to in Section 9.4.

                                       13
<PAGE>

                                    ARTICLE 5

              REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACQUIRED

                                   CORPORATION

      Acquired Corporation represents, warrants and covenants to and with Buyer,
as follows:

      5.1 ORGANIZATION. Acquired Corporation is a Delaware corporation, and the
Bank is an Alabama state-chartered bank. Each is duly organized, validly
existing and in good standing under the respective Laws of its jurisdiction of
incorporation and has all requisite power and authority to carry on its business
as it is now being conducted and is qualified to do business in every
jurisdiction in which the character and location of the Assets owned by it or
the nature of the business transacted by it requires qualification or in which
the failure to qualify could, individually, or in the aggregate, have a Material
Adverse Effect.

      5.2 CAPITAL STOCK. As of April 28, 2006, the authorized capital stock of
Acquired Corporation consisted of (A) 20,000,000 shares of common stock, $.10
par value per share, 8,892,926 shares of which were issued and outstanding at
such date, which amount excludes 104,955 shares held by Acquired Corporation as
treasury shares, and (B) 200,000 shares of Preferred Stock, $0.001 par value per
share, none of which was issued and outstanding at such date. All of such shares
which are outstanding are validly issued, fully paid and nonassessable under the
DGCL and not subject to preemptive rights. As of April 28, 2006, such 8,892,926
shares included 85,980 shares of $.01 par value Acquired Corporation common
stock that had been issued to the ESOP (as defined in Section 6.4 hereof) and
were outstanding, and which secured a loan to the ESOP and had not been
allocated to ESOP participants and therefore are shown as "unearned ESOP common
stock" on Acquired Corporation's balance sheet in its annual report on Form 10-K
as of December 31, 2005. As of March 31, 2006, Acquired Corporation had
1,781,687 shares of its common stock subject to exercise at any time pursuant to
outstanding stock options under its stock option plans or pursuant to
outstanding warrants. Except for the foregoing, Acquired Corporation does not
have any other arrangements or commitments obligating it to issue shares of its
capital stock or any securities convertible into or having the right to purchase
shares of its capital stock, including the grant or issuance of Acquired
Corporation Options.

      5.3 SUBSIDIARIES. Acquired Corporation has no direct Subsidiaries other
than the Bank and the Subsidiaries shown on Schedule 5.3 to Acquired
Corporation's Disclosure Supplement. Acquired Corporation owns all of the issued
and outstanding capital stock of the Bank and its other Subsidiaries, including
without limitation the Trust, free and clear of any liens, claims or
encumbrances of any kind. All of the issued and outstanding shares of capital
stock of the Subsidiaries have been validly issued and are fully paid and
non-assessable. As of December 31, 2005, there were 400,000 shares of the Class
A common stock, par value $1.00 per share, authorized of the Bank, 38,778 of
which were issued and outstanding and wholly owned by Acquired Corporation, and
5,000 shares of the Class B common stock, par value $1.00 per share, authorized
of the Bank, none of which was issued or outstanding. The Bank has no
arrangements or commitments obligating it to issue shares of its capital stock
or any securities convertible into or having the right to purchase shares of its
capital stock. Other than the pledge

                                       14
<PAGE>

of the Bank's stock under the Line of Credit, there are no arrangements or
commitments by which any Acquired Corporation Company is or may be bound to
transfer any shares of the capital stock of any Acquired Corporation Company.
Other than the Line of Credit, there are no arrangements or commitments relating
to the rights of any Acquired Corporation Company to vote or dispose of any
shares of the capital stock of any Acquired Corporation Company.

      5.4 SEC FILINGS AND FINANCIAL STATEMENTS. Since December 31, 2003,
Acquired Corporation has filed all forms, reports and documents with the SEC
required to be filed by it pursuant to the federal securities Laws and SEC rules
and regulations thereunder (the "Acquired Corporation SEC Reports"), each of
which complied as to form, at the time such form, report or document was filed
(and subject to any subsequent amendments thereto), in all material respects
with the applicable requirements of the 1933 Act, the 1934 Act and the
applicable rules and regulations thereunder. To the Knowledge of the Acquired
Corporation, and except as disclosed in the Acquired Corporation Disclosure
Supplement each member of its board of directors has filed all forms, reports
and documents with the SEC required to be filed by him pursuant to the federal
securities Laws and SEC rules and regulations thereunder. As of their respective
dates, none of the Acquired Corporation SEC Reports contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading, except as disclosed in
the Acquired Corporation Disclosure Supplement. Except as disclosed in the
Acquired Corporation Disclosure Supplement, each of the balance sheets in the
Acquired Corporation SEC Reports (including the related notes and schedules, and
subject to any subsequent amendments to such Acquired Corporation SEC Reports)
fairly presents the financial condition of the entity or entities to which it
relates for the periods set forth therein (subject, in the case of unaudited
interim statements, to normal year-end audit adjustments that are not material
in amount or effect), in each case in accordance with generally accepted
accounting principles consistently applied during the periods involved, except
as may be noted therein. Acquired Corporation has no material obligations or
liabilities (contingent or otherwise) except as disclosed in the Acquired
Corporation Disclosure Supplement. For purposes of this paragraph, "material"
shall have the meaning of such term as defined under the 1933 Act, the 1934 Act
and the rules promulgated thereunder.

      5.5 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth on Schedule
5.5 to Acquired Corporation's Disclosure Supplement, since December 31, 2005, no
Acquired Corporation Company has

      (a) issued, delivered or agreed to issue or deliver any stock, bonds or
other corporate securities (whether authorized and unissued or held in the
treasury) except shares of common stock issued upon the exercise of existing
Acquired Corporation Options and Acquired Corporation Warrants;

      (b) borrowed or agreed to borrow any funds or incurred, or become subject
to, any Liability (absolute or contingent) except borrowings, obligations
(including purchase of federal funds) and Liabilities incurred in the ordinary
course of business and consistent with past practice;

                                       15
<PAGE>

      (c) paid any material obligation or Liability (absolute or contingent)
other than current Liabilities reflected in or shown on the most recent balance
sheet in the Acquired Corporation SEC Reports and current Liabilities incurred
since that date in the ordinary course of business and consistent with past
practice;

      (d) except as necessary in order to enable Acquired Corporation to pay the
special dividend contemplated by Section 6.2(k) hereof or for any Acquired
Corporation Company to pay dividends to enable Acquired Corporation to meet its
obligations as they come due, declared or made, or agreed to declare or make,
any payment of dividends or distributions of any Assets of any kind whatsoever
to stockholders, or purchased or redeemed, or agreed to purchase or redeem,
directly or indirectly, or otherwise acquire, any of its outstanding securities;

      (e) except in the ordinary course of business, sold or transferred, or
agreed to sell or transfer, any of its Assets, or canceled, or agreed to cancel,
any debts or claims;

      (f) except in the ordinary course of business, entered or agreed to enter
into any agreement or arrangement granting any preferential rights to purchase
any of its Assets, or requiring the consent of any party to the transfer and
assignment of any of its Assets;

      (g) suffered any Losses or waived any rights of value which in either
event in the aggregate are material considering its business as a whole and are
disclosed in the Acquired Corporation SEC Reports;

      (h) except in the ordinary course of business, made or permitted any
amendment or termination of any Contract, agreement or license to which it is a
party if such amendment or termination is material considering its business as a
whole;

      (i) except in accordance with normal and usual practice or as required by
Law or Contract, made any accrual or arrangement for or payment of bonuses or
special compensation of any kind or any severance or termination pay to any
present or former officer or employee;

      (j) except in accordance with normal and usual practice, increased the
rate of compensation payable to or to become payable to any of its officers or
employees or made any material increase in any profit sharing, bonus, deferred
compensation, savings, insurance, pension, retirement or other employee benefit
plan, payment or arrangement made to, for or with any of its officers or
employees;

      (k) as of April 28, 2006, received notice that any of its substantial
customers has terminated or intends to terminate its relationship, which
termination would have a Material Adverse Effect;

      (l) failed to operate its business in the ordinary course (other than this
Agreement and the transactions contemplated hereby) so as to preserve its
business intact and to preserve the goodwill of its customers and others with
whom it has business relations;

      (m) entered into any other transaction other than in the ordinary course
of business; or

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      (n) agreed, in writing or otherwise, to take any action described in
clauses (a) through (m) above.

      Between the date hereof and the Effective Date, no Acquired Corporation
Company, without the express written approval of Buyer, will do any of the
things listed in clauses (a) through (n) of this Section 5.5 except as permitted
therein or as contemplated in this Agreement, or disclosed in the Acquired
Corporation Disclosure Supplement and no Acquired Corporation Company will enter
into or amend any material Contract wherein either the Acquired Corporation
Company has an obligation to pay or the other party thereto has an obligation to
provide goods or services, in either case in excess of $100,000 during the term
thereof, other than Loans or renewals thereof entered into in the ordinary
course of business, without the express written consent of Buyer.

      5.6 TITLE AND RELATED MATTERS.

      (a) Title. Each Acquired Corporation Company has good and marketable title
to all Assets that are material to the business of the Acquired Corporation
Companies taken as a whole, reflected in the most recent financial statement in
the Acquired Corporation SEC Reports, or acquired after the date of such
financial statement (except Assets sold or otherwise disposed of since such
date, in the ordinary course of business or as disclosed in the Acquired
Corporation Disclosure Supplement), free and clear of all mortgages, Liens,
pledges, charges or encumbrances except (i) mortgages and other encumbrances
referred to in the notes to such balance sheet, (ii) Liens for current Taxes not
yet due and payable and (iii) such imperfections of title and easements as do
not materially interfere with the present use of the properties subject thereto
or affected thereby, or otherwise materially impair present business operations
at such properties. To the Knowledge of Acquired Corporation, the material
structures and equipment of each Acquired Corporation Company comply in all
material respects with the requirements of all applicable Laws.

      (b) Leases. Schedule 5.6(b) to Acquired Corporation's Disclosure
Supplement sets forth a list and description of all real and personal property
owned or leased by any Acquired Corporation Company, either as lessor or lessee,
all of which are in full force and effect and under which no breach or Default
on the part of such Acquired Corporation Company or, to the Knowledge of
Acquired Corporation, any other party has occurred or is continuing.

      (c) Depreciation Schedule. Schedule 5.6(c) to Acquired Corporation's