AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 8, 2005, by and among SUMMIT BANK CORPORATION, a Georgia corporation with its principal office in Atlanta, Georgia (“SBC”), THE SUMMIT NATIONAL BANK, a national banking association organized under the laws of the United States with its principal office located in Atlanta, Georgia (“Summit Bank”), and CONCORD BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States with its principal office in Houston, Texas (“Concord”).

The respective Boards of Directors of SBC, Summit Bank, and Concord are of the opinion that the transactions described herein are in the best interests of the parties to this Agreement and their respective shareholders. This Agreement provides for the merger of Concord with and into Summit Bank, with Summit Bank being the Surviving Bank of the merger.

Summit Bank has capital of $1,500,000, divided into 15,000 issued and outstanding shares of common stock, each of $100 par value, surplus of $20,384,000, and undivided profits, including capital reserves, of $24,797,000 as of September 30, 2005; and Concord has capital of $3,100,000, divided into 620,000 issued and outstanding shares of common stock, each of $5.00 par value, surplus of $3,973,189, and undivided profits, including capital reserves, of $4,182,332 as of September 30, 2005.

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:

(a)           Subject to the terms and conditions of this Agreement, Concord shall be merged with and into Summit Bank in accordance with the provisions of the National Bank Act (the “Merger”). Summit Bank shall be the Surviving Bank resulting from the Merger and shall continue to be governed by the Laws of the United States.

(b)           On the Effective Time the separate existence of Concord shall cease and Concord shall be merged into Summit Bank, which shall possess all the rights, privileges, powers, and franchises both of a public and a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the banks so merged (the “Constituent Banks”); and all the rights, privileges, powers and franchises of each of the Constituent Banks, in all property, real and personal, and mixed, and all debts due to any of such Constituent Banks on whatever account, as well for share subscriptions as for all other things and actions or belonging to each of such Constituent Banks, shall be vested in Summit Bank; and all property, rights, privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of Summit Bank as they were of the respective Constituent Banks, and the title to any real estate vested by deed or otherwise, under the laws of this state and any of such Constituent Banks, shall not revert or be in any way impaired by reason of the Merger, but all rights of creditors and all liens upon any property of any of such Constituent Banks shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Banks shall thenceforth attach to Summit Bank, and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it.

1.2           Time and Place of Closing . The closing of the transactions contemplated hereby (the “Closing”) will take place at 9:00 A.M. on the date that the Effective Time occurs, or at such other time as the Parties, acting through their authorized officers, may mutually agree. The Closing shall be held at the office of Powell Goldstein LLP, 1201 West Peachtree St., Atlanta, GA 30309, or at such location as may be mutually agreed upon by the Parties.

1.3           Effective Time . Subject to the terms and conditions hereof, unless otherwise agreed upon by SBC and Concord, the Parties shall cause the effective time of the Merger and other transactions contemplated by this Agreement to occur after the close of business on such date upon which the Parties agree (the “Effective Time”). The Effective Time shall be on a date, to be agreed upon by the Parties, following the effective date (including expiration of any applicable waiting period) of the last required Consent of any Regulatory Authority having authority over and approving or exempting the Merger, but in no event later than April 30, 2006, unless otherwise agreed by the Parties.

2.1           Articles of Association . The Articles of Association of Summit Bank in effect immediately prior to the Effective Time shall be the Articles of Association of the Surviving Bank.

2.2           Bylaws . The Bylaws of Summit Bank in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Bank until duly amended or repealed.

2.3           Directors and Officers . The officers and directors of Summit Bank in office immediately prior to the Effective Time shall serve as the officers and directors of the Surviving Bank from and after the Effective Time.

2.4           Effect of Merger . All Assets of Concord as they exist at the time of the Merger shall pass to and vest in Summit Bank without any conveyance or other transfer. Summit Bank shall be responsible for all of the liabilities of every kind and description of each of the Constituent Banks as of the Effective Time.

2.5           Capital Stock of Summit Bank . As of September 30, 2005, Summit Bank had capital of $1,500,000, divided into 15,000 issued and outstanding shares of common stock, each of $100 par value. At the Effective Time, Summit Bank shall capital and surplus, and undivided profits, including capital reserves, which when combined with the capital and surplus of Concord will be equal to the combined capital structures of the merging banks as stated in the preamble to this Agreement, adjusted however for normal earning and expenses between September 30, 2005 and the Effective Time.

3.1           Conversion of Shares . All of the shares of SBC capital stock and Summit Bank capital stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding after the Effective Time and shall be unaffected by the Merger. The manner and basis of converting the shares of Concord Common Stock upon consummation of the Merger shall be as follows:

(a)           At the Effective Time, by virtue of the Merger and without any action on the part of SBC, Concord, or the holders of Concord Common Stock, subject to the provision of this Article 3, each outstanding share of Concord Common Stock (excluding shares held by any Concord Entity, other than in a fiduciary capacity or as a result of debts previously contracted) shall be converted into the right to receive an amount of cash equal to Twenty Three Million, Seven Hundred Thousand Dollars ($23,700,000) (the “Consideration”) divided by 620,000 (which equals $38.2258 for each share of Concord Common Stock). The Consideration per share payable to any holder of Dissenting Shares will be applied to satisfy the amounts owed to such holders as provided in Article 4 of this Agreement.

(b)           Each share of Concord Common Stock held in the treasury of Concord or any Subsidiary of Concord (other than in a fiduciary capacity or as a result of debts previously contracted) immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

(a)           After the Effective Time, each holder of an outstanding certificate or certificates theretofore representing a share or shares of Concord Common Stock, other than Dissenting Shares and treasury shares, upon surrender thereof to SBC, together with duly executed transmittal materials provided pursuant to subsection 4.1(b) or upon compliance by the holder or holders thereof with the procedures of SBC with respect to lost, stolen or destroyed certificates, shall be entitled to receive in exchange therefore his or her proportionate share of the Consideration payable in exchange for such shares.

(b)           Promptly after the Effective Time, SBC shall send or cause to be sent to each shareholder of record of Concord at the Effective Time, excluding the holders, if any, of Dissenting Shares, transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (as hereinafter defined) shall pass, only upon proper delivery of the Certificates to SBC) for use in exchanging certificates of Concord Common Stock (the “Certificates”).

(c)           Upon surrender to SBC of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefore his or her portion of the Consideration deliverable in respect of the shares of Concord Common Stock represented by such Certificate, and such Certificate shall forthwith be cancelled. No interest will be paid or accrued on the portion of Consideration deliverable upon surrender of the Certificate. If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of SBC that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.1, each Certificate (other than Certificates representing Dissenting Shares) shall represent for all purposes the right to receive the corresponding portion of the Consideration without any interest thereon. Payments to holders of Dissenting Shares shall be made as required by 12 USC 215a.

(d)           Notwithstanding anything in this Agreement to the contrary, no Dissenting Shares shall be converted in the Merger. All such shares shall be canceled and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under 12 USC 215a; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with 12 USC 215a or withdraws or loses such holder’s Dissenters’ Rights, such shares held by such shareholder shall be treated the same as all other holders of Concord Common Stock who at the Effective Time held Outstanding Concord Shares.

4.2           Rights of Former Concord Shareholders . At the Effective Time, the stock transfer books of Concord shall be closed as to holders of Concord Common Stock immediately prior to the Effective Time and no transfer of Concord Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.1, each Certificate theretofore representing Concord Common Stock shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 in exchange therefor.

Prior to the date hereof, Concord has delivered to SBC a disclosure memorandum (the “Concord Disclosure Memorandum”) containing information regarding Concord as indicated at various places in this Agreement. All information set forth in the Concord Disclosure Memorandum or in documents incorporated by reference in the Concord Disclosure Memorandum shall be deemed to be part of and qualify all representations and warranties contained in this Article 5, provided, however, that in order to be part of or modify a representation or warranty, the Concord Disclosure Memorandum must reference the particular warranty or representation by section. Concord shall promptly provide SBC with written notification of any event, occurrence or other information that shall become known to Concord before the Effective Time that would be required to be included in the Concord Disclosure Memorandum if the Concord Disclosure Memorandum were to be prepared as of the date of such event, occurrence or information; provided that no such notice shall have the effect of modifying the Concord Disclosure Memorandum or any representation or warranty of Concord in this Agreement to which such notice relates.

5.1           Organization, Standing, and Power .

(a)           Concord is a bank duly organized, validly existing, and in good standing under the Laws of the United States, and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its Assets.

(b)           The character of Concord’s Assets and the nature and conduct of Concord’s business does not require it to be qualified or licensed to transact business in any State or jurisdiction other than Texas, and Concord is duly qualified and licensed to transact business in good standing in Texas.

(c)           The minute book and other organizational documents for Concord have been made available to SBC for its review and, except as disclosed in Section 5.1 of the Concord Disclosure Memorandum, accurately reflect all amendments thereto and all material proceedings of the Board of Directors and shareholders thereof.

5.2           Authority; No Breach By Agreement .

(a)           Concord has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Concord. Subject to receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of Concord, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

(b)           Neither the execution and delivery of this Agreement by Concord, nor the consummation by Concord of the transactions contemplated hereby, nor compliance by Concord with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Concord Subsidiary or any resolution adopted by the board of directors or the shareholders of any Concord Entity that is currently in effect, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Concord Entity under, any Contract or Permit of any Concord Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Concord Entity or any of their respective material Assets (including any Concord Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Concord Entity being reassessed or revalued by any Taxing authority).

(c)           Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the Nasdaq National Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by Concord of the Merger and the other transactions contemplated in this Agreement.

(a)           The authorized capital stock of Concord consists of 5,000,000 shares of $5.00 par value per share Concord Common Stock, of which 620,000 shares are issued and outstanding. All of the issued and outstanding shares of capital stock of Concord are duly and validly issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of capital stock of Concord has been issued in violation of any preemptive rights of the current or past shareholders of Concord.

(b)           Except as set forth in Section 5.3(b) of the Concord Disclosure Memorandum, there are no shares of capital stock, preferred stock or other equity securities of Concord outstanding and there are no outstanding Equity Rights relating to the capital stock of Concord. Any outstanding Equity Rights disclosed in Section 5.3(b) of the Concord Disclosure Memorandum will be exercised or cancelled prior to the Closing.

(a)           Concord has disclosed in Section 5.4 of the Concord Disclosure Memorandum all of its Subsidiaries, including its jurisdiction of incorporation or formation and the number of shares owned by Concord and percentage ownership interest of Concord in each Subsidiary. Except as disclosed in Section 5.4 of the Concord Disclosure Memorandum, Concord owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Concord Subsidiary. No capital stock (or other equity interest) of any Concord Subsidiary is or may become required to be issued (other than to another Concord Entity) by reason of any Equity Rights, and there are no Contracts by which any Concord Subsidiary is bound to issue (other than to another Concord Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Concord Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Concord Subsidiary (other than to another Concord Entity). There are no Contracts relating to the rights of any Concord Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Concord Subsidiary. All of the shares of capital stock (or other equity interests) of each Concord Subsidiary held by a Concord Entity are fully paid and (except pursuant to 12 U.S.C. Section 55 in the case of national banks and comparable, applicable state Law, if any, in the case of state depository institutions) nonassessable and are owned by the Concord Entity free and clear of any Lien, except as disclosed in Section 5.4 of the Concord Disclosure Memorandum.

(b)           Except as disclosed in Section 5.4 of the Concord Disclosure Memorandum, each Concord Subsidiary is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as now conducted.

(c)           Each Concord Subsidiary is duly qualified or licensed to transact business in good standing in Texas, and no Concord Subsidiary is required due to the character of its Assets or the nature or conduct of its business to be qualified or licensed in any other State or jurisdiction. The minute book and other organizational documents for each Concord Subsidiary have been made available to SBC for its review, and, except as disclosed in Section 5.4 of the Concord Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the Board of Directors and shareholders thereof

5.5           Financial Statements . Concord has delivered to SBC copies of all Concord Financial Statements and will deliver to SBC copies of all similar financial statements prepared subsequent to the date hereof. The Concord Financial Statements and any supplemental financial statements (as of the date thereof and for the periods covered thereby) (a) are, or if dated after the date of this Agreement will be, in accordance with the books and records of Concord, which are and will be, as the case may be, complete and correct in all material respects and which have been or will have been, as the case may be, maintained in accordance with good business practices, (b) present or will present, as the case may be and in all material respects, fairly the financial position of Concord and its Subsidiaries as of the dates indicated and the results of operation, changes in shareholders’ equity, and cash flows for the periods indicated, in accordance with GAAP (subject to any exceptions as to consistency specified therein or as may be indicated in the notes thereof or, in the case of interim financial statements, to the normal recurring year-end adjustments that are not material in any amount or effect), and (c) do not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

5.6           Absence of Undisclosed Liabilities . No Concord Entity has any Liabilities of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) Liabilities that are accrued or reserved against in the balance sheet of Concord as of September 30, 2005, included in the Concord Financial Statements or reflected in the notes thereto and (ii) Liabilities incurred since such date in the ordinary course of business. No Concord Entity has incurred or paid any Liability since December 31, 2004, except for such Liabilities incurred or paid (i) in the ordinary course of business consistent with past business practice and that are not reasonably likely to have, individually or in the aggregate, a Concord Material Adverse Effect or (ii) in connection with the transactions contemplated by this Agreement.

5.7           Loan and Investment Portfolios . As of the date of this Agreement, all loans, discounts and financing leases reflected on the Concord Financial Statements were, and with respect to the Concord Financial Statements delivered as of the dates subsequent to the execution of this Agreement, will be as of the dates thereof, (a) at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business, (b) evidenced by genuine notes, agreements or other evidences of indebtedness and (c) to the extent secured, have been secured by valid liens and security interests that have been perfected. Except as specifically set forth in Section 5.7 of the Concord Disclosure Memorandum, no Concord Entity is a party to any written or oral loan agreement, note or borrowing arrangement, including any loan guaranty, that was, as of the most recent month-end (i) delinquent by more than 30 days in the payment of principal or interest, (ii) known by Concord to be otherwise in Default for more than 30 days, (iii) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by any Concord Entity, the FDIC or the OCC, or (iv) an obligation of any director, executive officer or 10% shareholder of any Concord Entity who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing.

5.8           Absence of Certain Changes or Events . Since September 30, 2005, except as disclosed in the Concord Financial Statements delivered prior to the date of this Agreement or in Section 5.8 of the Concord Disclosure Memorandum or as contemplated in this Agreement, (i) there have been no events, changes, or occurrences which have had, or are reasonably likely to have, individually or in the aggregate, a Concord Material Adverse Effect, (ii) Concord has not declared, set aside for payment or paid any dividend to holders of, or declared or made any distribution on, any shares of Concord Common Stock and (iii) the Concord Entities have not taken any action, or failed to take any action, prior to the date of this Agreement, which action or failure, if taken after the date of this Agreement, would represent or result in a material breach or violation of any of the covenants and agreements of Concord provided in Article 7. Except as may result from the transactions contemplated by this Agreement, no Concord Entity has, since the date of the Concord Financial Statements delivered prior to the date of this Agreement:

(a)           except as set forth in Section 5.8(a) of the Concord Disclosure Memorandum, borrowed any money other than deposits or overnight fed funds or entered into any capital lease or leases; or, except in the ordinary course of business and consistent with past practices: (i) lent any money or pledged any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise, (ii) mortgaged or otherwise subjected to any Lien any of its assets, sold, assigned or transferred any of its assets in excess of $100,000 in the aggregate or (iv) incurred any other Liability or loss representing, individually or in the aggregate, over $100,000;

(b)           suffered over $100,000 in damage, destruction or loss to immovable or movable property, whether or not covered by insurance;

(c)           experienced any material adverse change in Asset concentrations as to customers or industries or in the nature and source of its Liabilities or in the mix or interest-bearing versus noninterest-bearing deposits;

(d)           except as set forth in Section 5.8(d) of the Concord Disclosure Memorandum, had any customer with a loan of more than $100,000, or a deposit balance of more than $500,000, terminate, or received notice of such customer’s intent to terminate, its relationship with Concord;

(e)           failed to operate its business in the ordinary course consistent with past practices, or failed to use reasonable efforts to preserve its business or to preserve the goodwill of its customers and others with whom it has business relations;

(f)           except as set forth in Section 5.8(f) of the Concord Disclosure Memorandum, forgiven any debt owed to it in excess of $100,000, or canceled any of its claims or paid any of its noncurrent obligations or Liabilities;

(g)           except as set forth in Section 5.8(g) of the Concord Disclosure Memorandum, made any capital expenditure or capital addition or betterment in excess of $100,000;

(h)           except as required in accordance with GAAP, changed any accounting practice followed or employed in preparing the Concord Financial Statements;

(i)            entered into any agreement, contract or commitment to do any of the foregoing; or

(j)            authorized or issued any additional shares of Concord Common Stock, preferred stock, or Equity Rights.

(a)           All Tax Returns required to be filed by or on behalf of any Concord Entity have been timely filed or requests for extensions have been timely filed, granted, and have not expired for all periods ended on or before the date of the most recent fiscal year and immediately preceding the Effective Time, and all Tax Returns filed by any Concord Entity are complete and accurate in all material respects. All Taxes shown on Tax Returns filed by any Concord Entity have been paid. There is no audit examination, deficiency, or refund Litigation with respect to any Taxes relating to any Concord Entity, except as reserved against in the Concord Financial Statements delivered prior to the date of this Agreement. Except as disclosed in Section 5.9(a) of the Concord Disclosure Memorandum, no federal income Tax Return of a Concord Entity has been audited by the IRS. All Taxes and other Liabilities due with respect to completed and settled examinations or concluded Litigation with respect to Taxes have been paid. There are no Liens with respect to Taxes upon any of the Assets of any Concord Entity.

(b)           No Concord Entity has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect.

(c)           The provision for any Taxes due or to become due for all Concord Entities for the period or periods through and including the date of the respective Concord Financial Statements that has been made and is reflected on such Concord Financial Statements is sufficient to cover all such Taxes.

(d)           Deferred Taxes of all Concord Entities have been provided for in accordance with GAAP.

(e)           All Concord Entities are in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9, if applicable) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state, and local Tax Laws, and such records contain information sufficient to identify all accounts subject to backup withholding under Section 3406 of the Internal Revenue Code.

5.10          Allowance for Possible Loan Losses . The allowance for possible loan or credit losses (the “Allowance”) shown on the balance sheets of Concord included in the Concord Financial Statements and the Allowance shown on the balance sheets of Concord as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of Concord and other extensions of credit (including letters of credit and commitments to make loans or extend credit) by Concord as of the dates thereof, and shall in no event be less than One Million One Hundred Thousand Dollars ($1,100,000) immediately prior to the Closing.

(a)           Except as disclosed in Section 5.11(a) of the Concord Disclosure Memorandum or as disclosed or reserved against in the Concord Financial Statements delivered prior to the date of this Agreement, the Concord Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for (i) mortgages and encumbrances that secure indebtedness that is properly reflected in the Concord Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for taxes accrued but not yet payable; (iii) Liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or are being contested in good faith; (iv) such imperfections of title and encumbrances, if any, as do not materially detract from the value or materially interfere with the present use of any of such properties or Assets or the potential sale of any of such owned properties or Assets; and (v) capital leases and leases, if any, to third parties for fair and adequate consideration. All tangible properties used in the business of the Concord Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with such Concord Entities’ past practices. All Assets which are material to Concord’s business on a consolidated basis, held under leases or subleases by any Concord Entity, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable Bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect.

(b)           The Concord Entities have each paid all amounts due and payable under any insurance policies and guarantees applicable to such Concord Entity and its respective Assets and operations; all such insurance policies and guarantees are in full force and effect, and all material properties of each Concord Entity are insured against fire, casualty, theft, loss, and such other events against which it is customary to insure, all such insurance policies being in amounts and with deductibles that are adequate and are consistent with past practice and experience. No Concord Entity has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any Concord Entity under such policies.

(c)           With respect to each lease of any real property or personal property to which any Concord Entity is a party (whether as lessee or lessor), except for financing leases in which such Concord Entity is lessor, (i) such lease is in full force and effect in accordance with its terms against such Concord Entity; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid by such Concord Entity; (iii) there exists no Default under such lease by any Concord Entity; and (iv) upon receipt of the consents described in Section 5.11(c) of the Concord Disclosure Memorandum, the Merger will not constitute a default or a cause for termination or modification of such lease.

(d)           No Concord Entity has any legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Assets or to sell or dispose of any of its Assets except in the ordinary course of business consistent with past practices.

(e)           Concord’s Assets include all material Assets required to operate the business of Concord as presently conducted.

5.12          Intellectual Property . Concord owns or has a license to use all of the Intellectual Property used by Concord in the course of its business. Concord is the owner of or has a license to any Intellectual Property sold or licensed to a third party by Concord in connection with Concord’s business operations, and Concord has the right to convey by sale or license any Intellectual Property so conveyed. No Concord Entity has received notice of Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or overtly threatened, that challenge the rights of any Concord Entity with respect to Intellectual Property used, sold or licensed by a Concord Entity in the course of its business, nor has any person claimed or alleged any rights to such Intellectual Property. The conduct of each Concord Entity’s business does not infringe any Intellectual Property of any other person. Except as disclosed in Section 5.12 of the Concord Disclosure Memorandum, no Concord Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. Except as disclosed in Section 5.12 of the Concord Disclosure Memorandum, no officer, director or employee of any Concord Entity is a party to any Contract that restricts or prohibits such officer, director or employee from engaging in activities competitive with any Person, including any Concord Entity.

5.13           Environmental Matters .

(a)           Except as disclosed in Section 5.13(a) of the Concord Disclosure Memorandum, the Concord Entities, their respective Participation Facilities, and their respective Operating Properties are, and have been, to the best of the Concord Entities’ Knowledge, in compliance with all Environmental Laws.

(b)           Except as disclosed in Section 5.13(b) of the Concord Disclosure Memorandum, there is no Litigation pending or overtly threatened before any court, governmental agency, or authority or other forum in which any Concord Entity or any of their respective Operating Properties or Participation Facilities (or a Concord Entity in respect of such Operating Property or Participation Facility) has been or, with respect to overtly threatened Litigation, may be named as a defendant (i) for alleged noncompliance by any Concord Entity with any Environmental Law or (ii) relating to the Release into the indoor or outdoor Environment of any Hazardous Material caused by any Concord Entity, whether or not occurring in, at, on, under, about, adjacent to, or affecting (or potentially affecting) an Asset currently or formerly owned, leased, or operated by any Concord Entity or any of its respective Operating Properties or Participation Facilities, nor is there any reasonable basis for any Litigation of a type described in this sentence.

(c)           To the best of the Concord Entities’ Knowledge, during the period of (i) any Concord Entity’s ownership or operation of any of its Assets, (ii) any Concord Entity’s participation in the management of any Participation Facility, or (iii) any Concord Entity’s holding of a security interest in a Operating Property, there has been no Release of any Hazardous Material in, at, on, under, about, adjacent to, or affecting (or potentially affecting) such properties. To the best of the Concord Entities’ Knowledge, prior to the period of (i) any Concord Entity’s ownership or operation of any of its Assets, (ii) any Concord Entity’s participation in the management of any Participation Facility, or (iii) any Concord Entity’s holding of a security interest in a Operating Property, there was no Release of any Hazardous Material in, at, on, under, about, or affecting any such property, Participation Facility or Operating Property. To the best of the Concord Entities’ Knowledge, no lead-based paint or asbestos in any form is present in, at, on, under, about, or affecting (or potentially affecting) any Asset.

(d)           Concord has delivered to SBC true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by any Concord Entity pertaining to Hazardous Materials in, at, on, under, about, or affecting (or potentially affecting) any Asset, or concerning compliance by any Concord Entity or any other Person for whose conduct it is or may be held responsible, with Environmental Laws.

(e)           There are no aboveground or underground storage tanks, whether in use or closed, in, at, on, under any Asset. Section 5.13(e) of the Concord Disclosure Memorandum contains a detailed description of all above-ground or underground storage tanks removed by or on behalf of any Concord Entity at or from any Asset. Any such tank removals were performed in accordance with Environmental Laws and no soil or groundwater contamination resulted from the operation or removal of such tanks.

5.14          Compliance with Laws . Concord is a national bank whose deposits are and will at the Effective Time be insured by the FDIC. Each Concord Entity has in effect all Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit. Except as disclosed in Section 5.14 of the Concord Disclosure Memorandum, none of the Concord Entities is:

(a)           in Default under any of the provisions of its Articles of Incorporation or Bylaws (or other governing instruments);

(b)           in Default under any Laws, Orders, or Permits applicable to its business or its employees; or

(c)           since January 1, 2004, in receipt of any notification or communication from any agency or department of federal, state, or local government or any Regulatory Authority or the staff thereof (i) asserting that any Concord Entity is not in compliance with any of the Laws or Orders which such governmental authority or Regulatory Authority enforces, (ii) threatening to revoke any Permits or (iii) requiring any Concord Entity to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any Board resolution or similar undertaking, which restricts materially the conduct of its business or in any manner relates to its capital adequacy, its credit or reserve policies or its management.

Copies of all reports, correspondence, notices and other documents relating to any inspection, audit, monitoring or other form of review or enforcement action by a Regulatory Authority have been made available to SBC.

5.15          Labor Relations . No Concord Entity is a party to any Litigation asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable state law) or seeking to compel it to bargain with any labor organization or other employee representative to wages or conditions of employment, nor is any Concord Entity a party to any collective bargaining agreement, nor is there any pending or threatened strike, slowdown, picketing, work stoppage or other labor dispute involving any Concord Entity. To the Knowledge of Concord, there is no activity involving any of any Concord Entity’s employees seeking to certify a collective bargaining unit or engaging in any other organization activity.

(a)           Concord has listed in Section 5.16(a) of the Concord Disclosure Memorandum, and has delivered or made available to SBC prior to the execution of this Agreement copies in each case of, all pension, retirement, profit-sharing, employee stock ownership, deferred compensation, stock option, employee stock ownership, severance pay, vacation, cash or stock bonus, or other incentive plans, all other written employee programs, arrangements, or agreements, all medical, vision, dental, or other health plans, all life insurance plans, and all other employee benefit plans or fringe benefit plans, including “employee benefit plans” as that term is defined in Section 3(3) of ERISA, currently adopted, maintained by, sponsored in whole or in part by, or contributed to by any Concord Entity or ERISA Affiliate thereof for the benefit of employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries and under which employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate (collectively, the “Concord Benefit Plans”). Any of the Concord Benefit Plans that is an “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, is referred to herein as a “Concord ERISA Plan.” Each Concord ERISA Plan that is also a “defined benefit plan” (as defined in Section 414(j) of the Internal Revenue Code) is referred to herein as a “Concord Pension Plan.” No Concord Pension Plan is or has been a multi-employer plan within the meaning of Section 3(37) of ERISA.

(b)           No Concord ERISA Plan is or ever has been subject to Title IV of ERISA or the funding requirements of Section 412 of the Internal Revenue Code. Neither Concord nor its ERISA Affiliates contributes to, has any obligation to contribute to, or has any Liability under or with respect to any multi-employer plan (within the meaning of Section 3(37) of ERISA).

(c)           All Concord Benefit Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws. Except as set forth in Section 5.16(c) of the Concord Disclosure Memorandum, each Concord ERISA Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code (i) has received a favorable determination letter from the Internal Revenue Service issued in response to an application filed pursuant to Revenue Procedure 2000-27 or any subsequently issued Revenue Procedure or (ii) is entitled to rely upon an opinion letter issued in response to an application filed by the sponsor of a master, prototype or volume submitter plan pursuant to Revenue Procedure 2000-20 or any subsequently issued Revenue Procedure, and Concord does not have Knowledge of any circumstances likely to result in revocation of any such favorable determination or opinion letter or to disqualify any Concord Entity from relying upon such opinion letter to the fullest extent permitted under Revenue Procedure 2004-6. No Concord Entity has engaged in a transaction with respect to any Concord Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject any Concord Entity to a Tax imposed by either Section 4975 of the Internal Revenue Code or Section 502(i) of ERISA.

(d)           Except as disclosed in Section 5.16(d) of the Concord Disclosure Memorandum, no Concord Entity has Liability for retiree health and life benefits under any of the Concord Benefit Plans and there are no restrictions on the rights of any Concord Entity to amend or terminate any such retiree health or benefit Plan without incurring any Liability thereunder.

(e)           Except as disclosed in Section 5.16(e) of the Concord Disclosure Memorandum, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, or otherwise) becoming due to any director or any employee of any Concord Entity from any Concord Entity under any Concord Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Concord Benefit Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefit.

(f)           The actuarial present values of all accrued nonqualified deferred compensation entitlements (including entitlements under any executive compensation, supplemental retirement, or employment agreement) of employees and former employees of the Concord Entities and their respective beneficiaries have been fully reflected on the Concord Financial Statements to the extent required by and in accordance with GAAP.

(g)           Each nonqualified deferred compensation plan, within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”), maintained by any Concord Entity on or after January 1, 2005, has been operated in good faith compliance (within the meaning of Q&A 19(b) of IRS Notice 2005-1 (2005-2 I.R.B. 274) (“Notice 2005-1”)) with the requirements of Section 409A and Notice 2005-1 (or an available exemption therefrom) such that amounts of compensation deferred thereunder will not be includible in gross income under Section 409A prior to the distribution of benefits in accordance with the terms of the plan and will not be subject to the additional tax under Section 409A(a)(1)(B)(ii); provided that each such plan is amended (if and as necessary) on or before December 31, 2006 to comply with such requirements and the requirements of any applicable regulations issued under Section 409A.

5.17          Material Contracts .

(a)           Except as disclosed in Section 5.17(a) of the Concord Disclosure Memorandum or otherwise reflected in the Concord Financial Statements, no Concord Entity nor any of its respective Assets, businesses, or operations that is a party to, or is bound or affected by, or receives benefits under, (i) any employment, severance, termination, consulting, or retirement Contract, (ii) any Contract relating to the borrowing of money by any Concord Entity or the guarantee by any Concord Entity of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements, and Federal Home Loan Bank advances of depository institution Subsidiaries, trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of business), (iii) any Contract that prohibits or restricts any Concord Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract involving Intellectual Property (other than Contracts entered into in the ordinary course of business with customers), (v) any Contract relating to the provision of data processing, network communication, or other technical services to or by any Concord Entity, (vi) any Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $100,000), and (vii) any exchange-traded or over-the-counter swap, forward, future, option, cap, floor, or collar financial Contract, or any other interest rate or foreign currency protection Contract not included on its balance sheet that is a financial derivative Contract (the “Concord Contracts”). With respect to each Concord Contract and except as disclosed in Section 5.17(a) of the Concord Disclosure Memorandum: (i) the Contract is in full force and effect against Concord; (ii) no Concord Entity is in Default thereunder; (iii) no Concord Entity has repudiated or waived any material provision of any such Contract; and (iv) no other party to any such Contract is in Default in any respect, or has repudiated or waived any material provision thereunder. All of the indebtedness of all Concord Entities for money borrowed is prepayable at any time by such Concord Entity without penalty or premium.

(b)           Except as disclosed in Section 5.17(b) of the Concord Disclosure Memorandum, no Contract relating to the provision of data processing, network communication, or other technical services to any Concord Entity (“Vendor Contracts”) imposes a fee or penalty for the early termination or assignment of such Vendor Contract which is in an amount in excess of $10,000 individually or $100,000 for all Vendor Contracts in the aggregate.

5.18          Legal Proceedings .

(a)           Except as disclosed in Section 5.18 of the Concord Disclosure Memorandum, there is no Litigation instituted, pending or overtly threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable probability of a material unfavorable outcome) against any Concord Entity, or against any employee benefit plan of any Concord Entity, or against any Asset, interest, or right of any of them, nor are there any Orders of any Regulatory Authorities, other governmental authorities, or arbitrators outstanding against Concord. Section 5.18 of the Concord Disclosure Memorandum contains a summary of all Litigation as of the date of this Agreement to which any Concord Entity is a party and that names any Concord Entity as a defendant or cross-defendant or for which any Concord Entity has any potential Liability in excess of $50,000.

(b)           There are no material uncured violations, or violations with respect to which material refunds or restitution may be required, cited in any compliance report to any Concord Entity as a result of examination by any Regulatory Authority.

(c)           No Concord Entity is subject to any written agreement, memorandum or order or decree with or by any Regulatory Authority, nor has any Concord Entity been advised by any Regulatory Authority that it is considering issuing or requesting any such written agreement, memorandum, order or decree.

5.19          Reports . Since December 31, 2004, all Concord Entities have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of its respective date, each such report and document did not, in all material respects, contain any untrue statement of a material fact or omit 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.

5.20          Accounting, Tax and Regulatory Matters . No Concord Entity has taken or agreed to take any action, and Concord has no Knowledge of any fact or circumstance, that is reasonably likely to materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 9.1(b) or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section.

5.21          Community Reinvestment Act . To the best of its Knowledge, Concord has complied in all material respects with the provisions of the Community Reinvestment Act (“CRA”) and the rules and regulations thereunder, has a CRA rating of not less than “satisfactory,” has received no material criticism from regulators with respect to discriminatory lending practices, and has no Knowledge of any conditions or circumstances that are likely to result in a CRA rating of less than “satisfactory” or material criticism from regulators with respect to discriminatory lending practices.

(a)           Each Concord Entity is the sole owner or, in the case of participated loans, a co-owner with the other participant(s), of all individually identifiable personal information (“IIPI”) relating to its respective customers, former customers and prospective customers that will be transferred to the SBC Entities pursuant to this Agreement and the Agreement of Merger and the other transactions contemplated hereby. For purposes of this Section 5.22, “IIPI” shall include, without limitation, any information relating to an identified or identifiable natural person.

(b)           The collection and use of such IIPI by each Concord Entity, the transfer of such IIPI to the SBC Entities, and the use of