AGREEMENT AND PLAN OF REORGANIZATION

EXHIBIT 2.1

AGREEMENT

AND

PLAN OF REORGANIZATION

September 18, 2007

by and between

Center Financial Corporation

and

First Intercontinental Bank

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (“Agreement”) is entered into as of September 18, 2007, among Center Financial Corporation, a corporation organized under the laws of California (“Center”) located in Los Angeles, California, and First Intercontinental Bank, a Georgia banking corporation (“Seller”) , located in Atlanta, Georgia.

R E C I T A L S:

A. Center and Seller believe that it would be in their respective best interests and in the best interests of Seller’s shareholders for Seller to merge with and into a banking subsidiary to be formed and wholly owned by Center (the “ Merger ”), all in accordance with the terms set forth in this Agreement and applicable law.

B. The respective boards of directors of Center and Seller have adopted by at least majority vote resolutions approving and authorizing the Merger, this Agreement and the transactions contemplated herein.

C. Center and Seller desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement.

D. It is the intention of the parties to this Agreement that the business combination contemplated hereby be treated as a “reorganization” under Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

A G R E E M E N T

In consideration of the premises and mutual covenants hereinafter contained, Center and Seller agree as follows:

ARTICLE 1

DEFINITIONS AND DETERMINATIONS

1.1 Definitions . Capitalized terms used in this Agreement shall have the meanings set forth below:

“ Accountants’ Letter ” shall mean a letter prepared by Seller’s regular independent accountants, or such other independent accounting firm as may be reasonably approved by the Parties, setting forth the total shareholders’ equity of Seller as of the Measurement Date determined in accordance with the standards of Section 8.2(i) , and setting forth a reasonable summary of the determinations made by such accountants in determining Seller’s shareholders’ equity based upon (a) limited procedures, not including an audit, including a review of the statement of condition of Seller and related statements of income and cash flows as and for the periods ending on Measurement Date, but without performing an audit, (b) inquiries of management of Seller responsible for financial and accounting matters, and (c) such limited other procedures and inquiries as are set forth in such letter.

“ Affiliate ” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

“ Agreement of Merger ” means the Agreement of Merger substantially in the form attached as Exhibit A .

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“ Award ” means, with regard to any Person, a right of any kind, contingent or accrued, to acquire or receive Rights, other than, with regard to Seller, Seller Stock Options.

“ Benefit Arrangement ” means any plan or arrangement maintained or contributed to by a Party, including an “employee benefit plan” within the meaning of ERISA, (but exclusive of base salary and base wages) which provides for any form of current or deferred compensation, bonus, stock option, profit sharing, benefit, retirement, incentive, group health or insurance, welfare or similar plan or arrangement for the benefit of any employee, officer or director or class of employee, officer or director, whether active or retired, of a Party.

“ BHC Act ” means the Bank Holding Company Act of 1956, as amended.

“ Business Day ” means any day other than a Saturday, Sunday or day on which commercial banks in California are authorized or required to be closed.

“ Cash Election ” shall have the meaning given such term in Section 2.7(a) .

“ Cash Proration Factor ” shall have the meaning given such term in Section 2.7(d) .

“ Center ” shall have the meaning given such term in the introductory clause.

“ Center Stock ” means the common stock, no par value, of Center.

“ Certificates ” shall have the meaning given such term in Section 2.5(b) .

“ CG Bank ” means a Georgia banking corporation to be established by Center.

“ CG Bank Stock ” means the common stock no par value of CG Bank.

“ Change in Recommendation ” shall have the meaning given such term in Section 6.6 .

“ Charter Documents ” means, with respect to any business organization, any certificate of incorporation, or articles of incorporation and any bylaws, each as amended to date, that regulate the basic organization of the business organization and its internal relations.

“ Closing ” means the consummation of the Merger on the Effective Day at the main office of Center or at such other place as may be agreed upon by the Parties.

“ Code ” shall have the meaning given such term in the Recitals.

“ Combination Cash Election ” shall have the meaning given such term in Section 2.7(a) .

“ Combination Stock Election ” shall have the meaning given such term in Section 2.7(a) .

“ Competing Transaction ” shall have the meaning given such term in Section 6.11 .

“ Confidential Information ” means all information exchanged heretofore or hereafter between Seller and its Affiliates and agents, on the one hand, and Center and its Affiliates and agents, on the other hand, which is information related to the business, financial position or operations of the Person responsible for furnishing the information or an Affiliate of such Person (such information to include, by way of example only and not of limitation, trade secrets, client lists, company manuals, internal memoranda, strategic plans, budgets, forecasts/ projections, computer models, marketing plans, files relating to loans originated by such Person, loans and loan participations purchased by such Person from others, investments, deposits, leases, contracts, employment records, minutes of board of directors meetings (and committees thereof) and shareholder meetings, legal proceedings, reports of examination by any Governmental Entity, and such other records or documents such Person may supply to the other Party pursuant to the terms of this Agreement or as contemplated hereby). Notwithstanding the foregoing, “Confidential Information” shall not include any information that (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by the recipient or any of, its Affiliates, or any of their respective officers, directors, employees or other representatives or agents), (ii) was available to the recipients on a non-confidential basis from a source other than Persons responsible for furnishing the

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information, provided that such source is not and was not bound by a confidentiality agreement with respect to the information, or (iii) has been independently acquired or developed by the recipients without violating any obligations under this Agreement.

“ Consents ” means every required consent, approval, absence of disapproval, waiver or authorization from, or notice to, or registration or filing with, any Person.

“ DBF ” means the Georgia Department of Banking and Finance.

“ Disclosure Letter ” means a disclosure letter from the Party making the disclosure and delivered to the other Party.

“ DPC Property ” means voting securities, other personal property and real property acquired by foreclosure or otherwise, in the ordinary course of collecting a debt previously contracted for in good faith, retained with the object of sale for any applicable statutory holding period, and recorded in the holder’s business records as such.

“ D&O Insurance ” shall have the meaning given such term in Section 5.6 .

“ Effective Day ” means the day on which the Effective Time occurs.

“ Effective Time ” shall have the meaning given such term in Section 2.2 .

“ Election ” shall have the meaning given such term in Section 2.7(a) .

“ Election Deadline ” shall have the meaning given such term in Section 2.7(b) .

“ Election Form ” shall have the meaning given such term in Section 2.7(a) .

“ Election Form Mailing Date ” shall have the meaning given such term in Section 2.7(a) .

“ Encumbrances ” means any option, pledge, security interest, lien, charge, encumbrance, mortgage, assessment, claim or restriction (whether on voting, disposition or otherwise), whether imposed by agreement, understanding, Rule or otherwise.

“ Environmental Laws ” shall have the meaning given such term in Section 4.22 .

“ Equity Securities ” means capital stock or any options, rights, warrants or other rights to subscribe for or purchase capital stock, or any plans, contracts or commitments that are exercisable in such capital stock or that provide for the issuance of, or grant the right to acquire, or are convertible into, or exchangeable for, such capital stock.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and all regulations thereunder.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Agent ” means Computershare Investor Services, formerly known as U.S. Stock Transfer Corporation, or such other financial institution appointed by Center to reflect the exchange contemplated by Section 2.5 hereof.

“ Exchange Fund ” shall have the meaning given such term in Section 2.5 .

“ Exchange Ratio ” means 1.3971 of a share of Center Stock for a share of Seller Stock, determined by dividing the Per Share Cash Consideration by the average closing price per share of Center Stock for the thirty (30) calendar days ending with the Business Day immediately prior to the date hereof of $15.94 (the “ Center Trading Price ”); provided , that if the average closing price per share of Center Stock for the thirty (30) calendar days ending with the Business Day immediately prior to the Effective Day (the “ Adjusted Trading Price ”) varies from the Center Trading Price by fifteen percent (15%) or more, then the Exchange Ratio shall be adjusted as follows:

(a) If the Adjusted Trading Price is equal to or greater than $18.33 ($18.33 being the “ Ceiling Price ”), then the Exchange Ratio shall be equal to the quotient of the Per Share Cash Consideration divided by the Ceiling Price;

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(b) If the Adjusted Trading Price is equal to or less than $13.55 ($13.55 being the “ Floor Price ”), then the Exchange Ratio shall be equal to the quotient of the Per Share Cash Consideration divided by the Floor Price; and

(c) If the Adjusted Trading Price is greater than the Floor Price and less than the Ceiling Price, the Exchange Ratio shall remain unchanged.

“ Executive Officer ” means with respect to any company a natural Person who participates or has the authority to participate (other than solely in the capacity of a director) in major policy making functions of the company, whether or not such Person has a title or is serving with salary or compensation and, in the case of Seller, shall mean Seller’s Chief Executive Officer, Chief Financial Officer (if such position is filled), Senior Vice President and Senior Loan Officer and Chief Operating Officer.

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ Financial Statements of Seller ” means the audited financial statements (balance sheets, statements of income, statements of cash flow and statements of changes in financial position) and notes thereto of Seller and the related opinions thereon for the years ended December 31, 2004, 2005 and 2006 and the unaudited statements of financial condition and statements of operations and cash flow of Seller for the six months ended June 30, 2007.

“ FRB ” shall mean the Board of Governors of the Federal Reserve System.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ GBCC ” shall mean the Georgia Business Corporation Code.

“ Governmental Entity ” means any court or tribunal in any jurisdiction within any United States federal, state, district, domestic, or other administrative agency, department, commission, board, bureau or other governmental authority or instrumentality.

“ Hazardous Materials ” shall have the meaning given such term in Section 4.22 .

“ Holder of Seller Stock ” shall have the meaning given such term in Section 2.7(c) .

“ Immediate Family ” shall mean a Person’s spouse, parents, in-laws, children and siblings.

“ IRS ” shall mean the Internal Revenue Service.

“ Intellectual Property ” shall have the meaning given such term in Section 4.26 .

“ Investment Securities ” means any equity security or debt security as defined in Statement of Financial Accounting Standard No. 115.

“ Knowledge ” means: (a) with respect to the Seller, the actual of knowledge of Daniel Lee and Juan Lago after reasonable investigation; (b) with respect to the Seller, for purposes of Section 4.22 , the actual knowledge of Daniel Lee and Juan Lago without the imposition of any duty of inquiry beyond that required in Seller’s lending policies; and (c) with respect to Center or CG Bank, the actual of knowledge of Jae Whan Yoo, Lonny Robinson and Jason Kim after reasonable investigation.

“ Material Adverse Effect ” means, with respect to any Party, any change, circumstance or effect, individually or in the aggregate, that is materially adverse (i) to the business, results of operations, prospects, or condition (financial or otherwise), of such Party and its Subsidiaries taken as a whole, other than any change, circumstance or effect relating to (A) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting requirements applicable to banks generally, except to the extent such change disproportionately adversely affects such Party relative to other banking institutions, (B) changes, after the date hereof, in laws of general applicability or interpretations thereof by courts or governmental authorities, (C) actions or omissions required under or contemplated by this Agreement, or (D) changes, after the date hereof, in global or national or regional political conditions (including the outbreak of war or acts of terrorism) or in general or regional economic or market conditions affecting

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banks or their holding companies generally except to the extent that any such changes in general or regional economic or market conditions have a disproportionate adverse effect on such Party relative to other banking institutions, or (ii) to the ability of such Party to timely consummate the transactions contemplated by this Agreement.

“ Material Personal Property ” shall have the meaning set forth in Section 4.7 .

“ Measurement Date ” shall have the meaning set forth in Section 8.2(i) .

“ Merger ” shall have the meaning set forth in Section 2.1(a) .

“ Non-Competition Agreement ” shall mean an agreement substantially in the form attached as Exhibit B .

“ NPAs ” shall mean (i) all loans (excluding the guaranteed portion of any loan that is partially guaranteed by the U.S. Small Business Administration) and leases (A) that are contractually past due 90 days or more in the payment of principal and/or interest, (B) that are on nonaccrual status, (C) where a reasonable doubt exists, in the reasonable judgment of Seller, as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loan is less than 90 days past due, (D) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith or (F) that have been classified “Doubtful,” “Loss” or the equivalent thereof by any Governmental Entity, and (ii) all DPC Property.

“ Operating Loss ” shall have the meaning given such term in Section 4.21 .

“ Party ” means Center or Seller.

“ Per Share Cash Consideration ” means $22.27, subject to adjustment as provided in Section 2.3(d) .

“ Permit ” means any United States federal, foreign, state, local or other license, permit, franchise, and certificate of authority, order of approval necessary or appropriate under applicable Rules.

“ Person ” means any natural person, corporation, trust, association, unincorporated body, partnership, joint venture, Governmental Entity, statutorily or regulatory sanctioned unit or any other person or organization.

“ Proxy Statement ” means the proxy statement used to solicit proxies for the Seller Shareholders’ Meeting to approve the Merger.

“ Related Group of Persons ” means Affiliates, members of an Immediate Family or Persons the obligation of whom would be attributed to another Person pursuant to the regulations promulgated by the SEC.

“ Required Stock Amount ” shall have the meaning given such term in Section 2.7(c) .

“ Rights ” means, with respect to any Person, the stock options, stock appreciation rights, warrants, and any other securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, calls or commitments relating to, or other instrument the value of which is determined in whole or in part by reference to the market price or value of, any shares of capital stock or any other property or assets of such Person.

“ Rule ” means any statute or law or any judgment, decree, injunction, order, regulation or rule of any Governmental Entity.

“ S-4 ” has the meaning set forth in Section 7.1 .

“ SEC ” means the Securities and Exchange Commission.

“ SEC Documents ” has the meaning set forth in Section 3.7 .

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“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller ” shall have the meaning given such term in the introductory clause.

“ Seller Benefit Arrangement ” shall have the meaning given such term in Section 4.18 .

“ Seller Options ” means the amount of Seller Stock Options outstanding at the Effective Time.

“ Seller Property ” shall have the meaning given such term in Section 4.22 .

“ Seller Scheduled Contracts ” shall have the meaning given such term in Section 4.24 .

“ Seller Shareholders’ Meeting ” shall have the meaning given such term in Section 7.1(a) .

“ Seller Shares ” means the number of shares of Seller Stock outstanding at the Effective Time.

“ Seller Stock ” means the common stock, no par value of Seller.

“ Seller Stock Option Plan ” means Seller’s 2005 Stock Option Plan, as amended.

“ Seller Stock Options ” means the stock options issued pursuant to Seller Stock Option Plan and as listed on Seller’s Disclosure Letter pursuant to Section 4.2 .

“ Small Cash Election ” shall have the meaning given such term in Section 2.7(d) .

“ Stock Election ” shall have the meaning given such term in Section 2.7(a) .

“ Stock Proration Factor ” shall have the meaning given such term in Section 2.7(d) .

“ Subsidiary ” means, as to any Person, a corporation, limited liability company, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, limited liability company, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“ Surviving Bank ” means the CG Bank as the Georgia banking corporation surviving the Merger of Seller with and into CG Bank. CG Bank will change its name to First Intercontinental Bank in connection with the Merger.

“ Tank ” shall have the meaning given such term in Section 4.22 .

“ Third Party Consent ” shall have the meaning given such term in Section 5.4(b) .

“ Undesignated Shares ” shall have the meaning given such term in Section 2.7(a) .

“ Voting Agreement ” shall mean an agreement substantially in the form attached as Exhibit C .

“ Well ” shall have the meaning given such term in Section 4.22 .

ARTICLE 2

CONSUMMATION OF THE MERGER

2.1 The Merger; Plan of Reorganization.

(a) Subject to the terms and conditions of this Agreement, at the Effective Time, Seller will be merged with and into CG Bank (the “ Merger ”) and the separate corporate existence of Seller shall cease. CG Bank shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “ Surviving Bank ”), and shall continue to exist as a Georgia banking corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Pursuant to the Agreement of

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Merger, the name of CG Bank shall be changed to First Intercontinental Bank at the Effective Time. All assets, rights, franchises, titles and interests of Seller in and to every type of property (real, personal and mixed, including all the right, title and interest to Seller’s names, trade names, service marks and the like) and chooses in action shall be transferred to and vested in Surviving Bank by virtue of the Merger without any deed or other transfer, and Surviving Bank, without order or action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests in the same manner and to the same extent that such rights, franchises and interests were held by Seller at the Effective Time. At the Effective Time, the Surviving Bank shall be liable for all liabilities of Seller, and all debts, liabilities, obligations and contracts of Seller, whether matured or unmatured, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of accounts or records of Seller shall be those of Surviving Bank; and all rights of creditors or other obligees and all liens on property of Seller shall be preserved unimpaired.

(b) The Charter Documents of CG Bank as in effect immediately prior to the Effective Time shall continue in effect after the Merger until thereafter amended in accordance with applicable law, the members of the board of directors and the Executive Officers of CG Bank immediately prior to the Merger shall continue in their respective positions after the Merger and be the board of directors and Executive Officers of CG Bank and the operations of CG Bank shall continue in effect after the Merger, in each case subject to any changes contemplated by Section 2.9 .

2.2 Effective Time . The Closing shall take place as soon as practicable following (i) the satisfaction or waiver of the conditions set forth in Sections 8.1, 8.2 and 8.3 and (ii) receipt of approval of all required Governmental Entities for the Merger and the expiration of all waiting periods required by Rule, or such other time and date as to which the Parties may agree. The Merger shall be effective upon the filing of the Agreement of Merger with the Georgia Secretary of State. Such time is referred to herein as the “ Effective Time .”

2.3 Conversion of Shares . At the Effective Time and pursuant to the Agreement of Merger:

(a) Each outstanding share of Seller Stock shall, by virtue of the Merger, be converted into the right to receive, at the election of the holder thereof as provided in Section 2.7 , either:

(1) an amount of Center Stock equal to the Exchange Ratio; or

(2) cash in the amount of the Per Share Cash Consideration.

(b) Each outstanding share of CG Bank Stock shall remain outstanding and shall not be converted or otherwise affected by the Merger.

(c) If, following the date of this Agreement and prior to the Effective Time, the outstanding shares of Center Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or a record date with respect to any of the foregoing shall occur during such period, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio to provide the holders of Seller Stock the same economic effect as contemplated by this Agreement prior to the consummation of such event.

(d) In the event the Accountants’ Letter shall determine that the total shareholders’ equity of Seller, calculated with the adjustments permitted under Section 8.2(i) is less than $22,500,000, the Per Share Cash Consideration shall be reduced by an amount equal to such shortfall divided by the number of Seller Shares outstanding at the Effective Time.

2.4 Certain Exceptions and Limitations . (A) No fractional shares of Center Stock shall be issued in the Merger and, in lieu thereof, each Holder of Seller Stock who would otherwise be entitled to receive a fractional share shall receive an amount in cash equal to the product (calculated to the nearest hundredth) obtained by multiplying such fractional share interest by the Per Share Cash Consideration; and (B) any perfected dissenter’s shares shall receive the consideration provided for in Article 13 of the GBCC.

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2.5 Exchange Procedures .

(a) As of the Effective Time, Center shall have deposited with the Exchange Agent for the benefit of the holders of shares of Seller Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of Center Stock issuable pursuant to Section 2.3 and funds in an amount equal to the sum of (i) the product of (A) the difference between the Seller Shares and the Required Stock Amount, multiplied by (B) the Per Share Cash Consideration and (ii) the amount to be paid for fractional shares of Center Stock which would otherwise be issued in connection with Section 2.3 hereof, but for the operation of Section 2.4 of this Agreement (collectively, the “ Exchange Fund ”).

(b) Center shall direct the Exchange Agent to mail within five (5) Business Days following the Effective Day to each holder of record of certificates formerly representing shares of Seller Stock (the “ Certificates ”): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent), (ii) an Election Form (as hereinafter defined), and (iii) instructions for use in effecting the surrender of the Certificates. Upon surrendering of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Center, together with such letters of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the consideration provided herein (subject to the provisions of Section 2.7 ), and the Certificate so surrendered shall forthwith be canceled. In the event a Certificate is surrendered representing Seller Stock, the ownership of which is not registered in the records of Seller, the consideration provided herein will be paid if the Certificate representing such Seller Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.5 and except as provided in subsection (g) hereof, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the consideration provided herein. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Seller Stock should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof, in the discretion of Center, such bond in form and substance and with surety reasonably satisfactory to Center, or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates, and thereafter shall be entitled to receive the consideration provided herein. No interest shall be paid on the Per Share Cash Consideration.

(c) No dividends or other distributions declared or made after the Effective Time with respect to Center Stock with a record date after the Effective Time shall be paid, nor any voting rights granted, to the holder of any unsurrendered Certificate who is to receive Center Stock pursuant to the provisions hereof until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate by a holder receiving Center Stock pursuant to the provisions hereof, there shall be paid to the record holder of the certificates representing whole shares of Center Stock issued in exchange therefore, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Center Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Center Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Center Stock.

(d) As of the Effective Time, there shall be no further registration of transfers on the stock transfer books of Seller or Center of the shares of Seller Stock, which were outstanding immediately prior to the Effective Time.

(e) Any portion of the Exchange Fund which remains undistributed to the shareholders of Seller following the passage of six months after the Effective Time shall be delivered to Center, upon demand, and any shareholders of Seller who have not theretofore complied with this Section 2.5 shall thereafter look only to Center for payment of their claim for the consideration provided herein.

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(f) Neither Center nor Seller shall be liable to any holder of shares of Seller Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Center Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of Center Stock for the account of the Persons entitled thereto.

2.6 Non-Competition and Voting Agreements. Concurrently with the execution of this Agreement, Seller shall cause each of its directors, other than the Chief Executive Officer, to enter into a Non-Competition Agreement in the form attached hereto as Exhibit B , and each of its directors, including the Chief Executive Officer, to enter into a Voting Agreement in the form attached hereto as Exhibit C .

2.7 Election and Proration Procedures.

(a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Center and Seller shall mutually agree (“ Election Form ”) shall be mailed by the Exchange Agent no less than five (5) Business Days after the Effective Day (the “ Election Form Mailing Date ”) to each holder of record of Seller Stock as of the Effective Day. Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “ Election ”) to receive either (i) Center Stock (a “ Stock Election ”) with respect to all of such holder’s Seller Stock, (ii) cash (a “ Cash Election ”) with respect to all of such holder’s Seller Stock, or (iii) a specified number of shares of Center Stock in respect of some of such holder’s Seller Shares (a “ Combination Stock Election ”) and a specified amount of cash in respect of such holder’s remaining Seller Shares (a “ Combination Cash Election ”), subject to the provisions contained in this Agreement. Any Seller Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form prior to the Election Deadline shall be deemed to be “ Undesignated Shares ” hereunder.

(b) Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. California time on or before the 30th day following the Election Form Mailing Date, or such later time and date as Center and Seller may mutually agree prior to the Effective Time (the “ Election Deadline ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Stock covered by such Election Form and if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Seller Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election Form is properly completed and made with respect to such shares on or before the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions made in good faith in determining such matters shall be binding and conclusive. Neither Center, Seller nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.

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(c) For purposes of this Section 2.7 , the following definitions shall apply:

(i) “ Required Stock Amount ” shall mean an amount equal to Forty percent (40%) of the Seller Shares.

(ii) “ Holder of Seller Stock ” shall mean a holder of Seller Shares as of the Effective Time.

(d) Center shall use its best efforts to cause the Exchange Agent to effect the allocation among the holders of Seller Stock of rights to receive Center Stock or cash in the Merger as follows:

(i) If the conversion of shares of Seller Stock for which Cash Elections and Combination Cash Elections shall have effectively been made would result in Center Stock being issued for an amount of Seller Shares that is greater than the Required Stock Amount (which shall be determined for this purpose on the assumption that all Seller Shares [other than those for which Cash Elections or Combination Cash Elections have been made] would be entitled to receive Center Stock), then, to the extent necessary so that the number of Seller Shares being exchanged for Center Stock in the Merger shall be equal to the Required Stock Amount, the Exchange Agent shall make the following allocations and adjustments in the following order:

(1) shares of Seller Stock for which effective Cash Elections or Combination Cash Elections have been made shall be converted into the right to receive cash in an amount equal to the Per Share Cash Consideration;

(2) the Undesignated Shares shall be converted into the right to receive the Per Share Cash Consideration;

(3) a stock proration factor (the “ Stock Proration Factor ”) shall be determined by dividing (x) the Required Stock Amount by (y) the total number of shares of Seller Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each Holder of Seller Stock who made an effective Stock Election or Combination Stock Election shall be entitled to:

(a) the number of shares of Center Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Seller Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor; and

(b) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares Seller Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor.

(ii) If the conversion of the shares of Seller Stock for which Cash Elections and Combination Cash Elections shall have effectively been made would result in less than the Required Stock Amount of Seller Shares being exchanged for Center Stock (which shall be determined for this purpose on the assumption that all shares of Seller Stock [other than those for which Stock Elections or Combination Stock Elections have been made] would be entitled to receive the Per Share Cash Consideration), then, to the extent necessary so that the number of Seller Shares to be exchanged for Center Stock in the Merger shall be equal to the Required Stock Amount, the Exchange Agent shall make the following allocations and adjustments in the following order:

(1) each Holder of Seller Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Center Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Seller Stock covered by such Stock Election or Combination Stock Election;

(2) the Exchange Agent shall allocate the Undesignated Shares between those exchanged for cash and those exchanged for Center Stock as shall be necessary so that the Seller Shares to be exchanged in the Merger (including the Seller Shares for which a Stock Election or Combination Stock Election has been made) shall be equal to the Required Stock Amount. If all Undesignated

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Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together are still less than the Required Stock Amount, then;

(3) a cash proration factor (the “ Cash Proration Factor ”) shall be determined by dividing (x) the Required Stock Amount (less the Seller Shares for which an effective Stock Election and Combination Stock Election has been made, plus all the Undesignated Shares) by (y) the total number Seller Shares with respect to which effective Cash Elections and Combination Cash Elections were made (less the Seller Shares for which effective Small Cash Elections (as hereinafter defined) were made). Each Holder of Seller Stock who made an effective Cash Election, except for an effective Small Cash Election, or Combination Cash Election shall be entitled to:

(a) cash equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of Seller Shares covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor; and

(b) the number of shares of Center Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of Seller Shares covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor.

Holders of Seller Stock which made effective Small Cash Elections shall be entitled to receive cash in an amount equal to the Per Share Cash Consideration for each Seller Share covered by such Small Cash Election. “ Small Cash Election ” shall mean an effective Cash Election made for 100 or fewer shares of Seller Stock held of record by such holder. Any Combination Cash Election shall not be deemed to be a “Small Cash Election” even if the number of shares of Seller Stock for which cash is elected in such Combination Cash Election is for 100 or fewer shares.

(iii) If the aggregate number of shares of Seller Stock for which Stock Elections and Combination Stock Elections shall have effectively been made would result in a number of shares of Center Stock being issued that is equal to the Required Stock Amount,

(1) Seller Shares for which effective Stock Elections and Combination Stock Elections have been made shall be converted into the right to receive Center Stock equal to the product of the Exchange Ratio multiplied by the number of Seller Shares covered by such Stock Elections and Combination of Stock Elections;

(2) Seller Shares for which effective Cash Elections and Combination Cash Elections have been made shall be converted into the right to receive the Per Share Cash Consideration; and

(3) the Undesignated Shares shall be converted into the right to receive the Per Share Cash Consideration.

(e) Center and Seller shall cooperate to prepare the calculations required by Section 2.7(d) as soon as practicable following the Election Deadline. Any calculation of a portion of a share of Center Stock shall be rounded to the nearest 1/100 of a share, and any cash payment shall be rounded to the nearest $0.0001.

2.8 Stock Options for Seller Stock

(a) As soon as practicable following the date of this Agreement, the Board of Directors of Seller (or, if appropriate, any committee thereof administering the Seller Stock Option Plan) shall adopt such resolutions or take such other actions, including the execution by each option holder of an agreement approved by Center, as may be required to adjust the terms of all outstanding Seller Stock Options, whether vested or unvested, as necessary to provide that the Seller Stock Options will become fully exercisable and may be exercised before the Effective Time, and, at the Effective Time, each Seller Stock Option outstanding immediately prior to the Effective Time shall be canceled and the holder thereof shall then become entitled

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to receive from Seller prior to the Effective Time, a single lump sum cash payment equal to (i) the difference between the Per Share Cash Consideration and the per share exercise price of the cancelled options, (ii) multiplied by the number of option shares so cancelled; and

(b) All amounts payable to holders of the Seller Stock Options pursuant to Section 2.8(a) shall be subject to any required withholding of taxes and shall be paid without interest as soon as practicable following the Effective Time.

2.9 Corporate Governance . Surviving Bank’s board of directors, at the Effective Time, will consist of the individuals appointed by Center and designated prior to the Effective Time, which shall include up to five (5) of the Seller’s current directors who shall agree to continue. The officers of Surviving Bank shall be appointed by the board of directors as of the Effective Time.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF CENTER

Except as set forth in Center’s Disclosure Letter, which identifies exceptions by specific section references (provided that any information set forth in any one section of the Center Disclosure Letter shall be deemed to apply to each other applicable section or subsection thereof if its relevance to the information called for in such section or subsection is reasonably apparent), Center represents and warrants to Seller as follows:

3.1 Incorporation, Standing and Power .

(a) Center has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California, is registered as a bank holding company under the BHC Act, and, at the Effective Time, will be registered as a banking holding company with the DBF. Center has all requisite corporate power and authority necessary to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. Neither the scope of the business of Center nor the location of any of its properties requires that Center be licensed to do business in any jurisdiction other than California, except where the failure to be so licensed would not have a Material Adverse Effect.

(b) Center has full power and authority to execute and deliver, and to perform its obligations under, the Agreement.

3.2 Capitalization . As of the date of this Agreement, the authorized capital stock of Center consisted of 40,000,000 shares of Center Stock, of which 16,718,447 shares were outstanding and 10,000,000 shares of preferred stock, of which no shares are outstanding. 971,931 shares of Center Stock are reserved for issuance for outstanding options or warrants (the “ Center Options ”). All the outstanding shares of Center Stock are, and the Center Stock issued in exchange for Seller Shares pursuant to the Merger will be, duly authorized, validly issued, fully paid, nonassessable and without preemptive rights. Except as set forth in Center’s Disclosure Letter, and for the Center Options, there are no Awards outstanding respecting Center.

3.3 Authority of Center . The execution and delivery by Center of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Center, and this Agreement is a valid and binding obligation of Center, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Center of this Agreement, the consummation of the Merger or the transactions contemplated herein, nor compliance by Center with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise,

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license, permit, agreement, Encumbrances or other instrument or obligation to which it is a party, or by which Center or any of its respective properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) assuming that the Consents referred to in the following sentence are duly obtained, violate any Rule applicable to Center or any of its properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Center, and no Consent of any Person or shareholder approval, is required in connection with the execution and delivery by Center of this Agreement or the consummation by Center of the Merger and the transactions contemplated hereby, except (i) the approval of the Merger and the transactions contemplated hereby by Center as the sole shareholder of CG Bank; (ii) such Consents as may be required by Governmental Entities including, without limitation, the effectiveness of the S-4 and any Blue Sky permits and approvals; and (iii) as otherwise set forth in Center’s Disclosure Letter.

3.4 Available Funds . Immediately prior to the Effective Time, Center will have cash sufficient to pay or cause to be deposited cash into the Exchange Fund as required by Section 2.5 .

3.5 CG Bank . On and as of immediately prior to the Effective Time,

(a) CG Bank is a Georgia banking corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and all of its outstanding capital stock is owned by Center. There are no outstanding options, warrants or other rights in or with respect to the unissued shares of CG Bank’s capital stock or any other securities convertible into such stock, and CG Bank is not obligated to issue any additional shares of its capital stock or any options, warrants or other rights in or with respect to the unissued shares of its capital stock or any other securities convertible into such stock. CG Bank’s deposits are insured by the FDIC in the manner and to the extent provided by law. Since the date of its incorporation, CG Bank has not engaged in any activities other than in connection with or as contemplated by this Agreement.

(b) CG Bank has full power and authority (corporate and other) to execute and deliver, and to perform its obligations under, the Agreement of Merger. The execution, delivery and performance of the Agreement of Merger by CG Bank and the consummation of the transactions contemplated by the Agreement of Merger have been duly authorized by all necessary corporate or other action on the part of CG Bank and will not (A) violate any provision of its Charter Documents or any provision of any applicable Rule, or (B) require any Consent of any person or entity under, conflict with, terminate or result in a breach of or accelerate the performance required by any of the terms of, any contract or other agreement to which CG Bank is a party or by which it is bound, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) thereunder, which, in any such event, could have a Material Adverse Effect.

(c) CG Bank has duly executed and delivered the Agreement of Merger and it constitutes a valid, binding and enforceable obligation of CG Bank, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles.

3.6 Litigation . Except as set forth in Center’s Disclosure Letter, neither Center nor any Subsidiary of Center is a party to any pending or, to its Knowledge, threatened legal, administrative or other claim, action, suit, investigation, arbitration or proceeding which, in any event, is reasonably likely to have a Material Adverse Effect. There is no private or governmental suit, claim, action, investigation or proceeding pending, nor to Center’s Knowledge is one threatened, against Center or any Subsidiary of Center, or against any of their respective directors, officers or employees relating to the performance of their duties in such capacities or against or affecting any properties of Center or any Subsidiary of Center. There are no judgments, decrees, stipulations or orders against Center or any Subsidiary of Center enjoining them or any of their respective directors, officers or employees in respect of, or the effect of which is to prohibit, any business practice or the acquisition of any property or the conduct of business in any area of Center or Subsidiary of Center.

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3.7 Compliance with Laws and Regulations; SEC Documents; Financial Statements; Reports .

(a) Neither Center nor any Subsidiary of Center is in default under or in breach of any provision of its Charter Documents or any Rule promulgated by any Governmental Entity having authority over them or any agreement with any Governmental Entity, where such default or breach would have a Material Adverse Effect.

(b) No investigation or review by any Governmental Entity with respect to Center or any Subsidiary of Center is pending or, to the Knowledge of Center, threatened, nor has any Governmental Entity indicated in writing to Center or any Subsidiary of Center an intention to conduct the same, other than normal regulatory examinations and other investigations or reviews the outcome of which will not have a Material Adverse Effect on Center.

(c) Center has timely filed and made available to Seller all documents required to be filed by Center under the Exchange Act and Securities Act (the “ SEC Documents ”) since January 1, 2005, all of which: (i) at the time filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and the rules and regulations thereunder, and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of Center is required to file any SEC Documents.

(d) Each of Center’s financial statements (including, in each case, any related notes) contained in the SEC Documents, including any SEC Documents filed after the date of this Agreement until the Effective Day, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Center and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments.

(e) Since January 1, 2005, Center and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Entities. 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 Rules. As of their respective date, each such report, statement 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.

3.8 Regulatory Approvals . To the Knowledge of Center, Center has no reason to believe that it would not receive all required Consents from any Governmental Entity of any application to consummate the transactions contemplated by this Agreement without the imposition of a materially burdensome condition in connection with the approval of any such application.

3.9 Licenses and Permits . Center has all licenses and permits that are necessary for the conduct of its businesses, and such licenses are in full force and effect, except for any failure to be in full force and effect that would not have a Material Adverse Effect. The properties and operations of Center and its Subsidiaries are and have been maintained and conducted, in all material respects, in compliance with all applicable Rules.

3.10 Brokers and Finders . Except as set forth in Center’s Disclosure Letter with copies of any such agreements attached, Center is not a party to or obligated under any agreement with any broker or finder relating to the transactions contemplated hereby, and neither the execution of this Agreement nor the consummation of the transactions provided for herein or therein will result in any liability by Center to any broker or finder.

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3.11 Performance of Obligations . Center and each Subsidiary of Center has performed all of the material obligations required to be performed by it to date and is not in material default or breach of any term or provision of any material contract, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute such default or breach. To the Knowledge of Center, no party with whom Center or any Subsidiary of Center has an agreement that is material to their business is in material default thereunder.

3.12 Absence of Material Change . Since December 31, 2006, there has not occurred any event that has had or may reasonably be expected to have a Material Adverse Effect.

3.13 Absence of Adverse Agreements . Center is not subject to any judgment, order, decree or Rule of any court or other Governmental Entity or authority which may reasonably be anticipated to or in the future have a Materially Adverse Effect.

3.14 Disclosure . No representation or warranty contained herein, nor any information delivered or to be delivered by Center pursuant to this Agreement, contains or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.15 S-4; Proxy Statement . The information to be supplied by Center for inclusion in the S-4 will not, at the time the S-4 is declared effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by Center for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Seller’s shareholders, at the time of the Seller Shareholders’ Meeting and at the Effective Time, contain any statement that, in light of the circumstances under which it is made, is false or misleading with respect to any material fact, omits to state any material fact necessary in order to make the statements made therein not false or misleading, or omits to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Seller Shareholders’ Meeting that has become false or misleading. If, at any time prior to the Effective Time, any event relating to Center or any of its affiliates, officers or directors is discovered by Center that should be set forth in an amendment to the S-4 or a supplement to the Proxy Statement, Center will promptly inform Seller and such amendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Seller. Notwithstanding the foregoing, Center makes no representation or warranty with respect to any information supplied by Seller that is contained in the S-4 or the Proxy Statement. The Proxy Statement and the S-4 will (with respect to Center) comply in all material respects as to form and substance with the requirements of the Exchange Act, the Securities Act, and the rules and regulations thereunder.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in Seller’s Disclosure Letter, which identifies exceptions by specific section references (provided that any information set forth in any one section of the Seller Disclosure Letter shall be deemed to apply to each other applicable section or subsection thereof if its relevance to the information called for in such section or subsection is reasonably apparent), Seller represents and warrants to Center as follows:

4.1 Incorporation, Standing and Power . Seller has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Georgia and is authorized by the DBF to conduct a general banking business. Seller’s deposits are insured by the FDIC in the manner and to the extent provided by law. Seller has all requisite corporate power and authority necessary to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. Neither the scope of the business of

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Seller nor the location of any of its properties requires that Seller be licensed to do business in any jurisdiction other than in Georgia where the failure to be so licensed would have a Material Adverse Effect.

4.2 Capitalization . As of the date of this Agreement, the authorized capital stock of Seller consists of 10,000,000 shares of Seller Stock, of which 2,765,481 shares are outstanding. All the outstanding shares of Seller Stock are duly authorized, validly issued, fully paid, nonassessable and without preemptive rights. Except as set forth in Seller’s Disclosure Letter, there are no outstanding options, warrants or other rights in or with respect to the unissued shares of Seller Stock or any other securities convertible into such stock, and Seller is not obligated to issue any additional shares of its capital stock or any options, warrants or other rights in or with respect to the unissued shares of its capital stock or any other securities convertible into such stock. Seller’s Disclosure Letter sets forth a list (i) of all Seller Stock Options, including the name of the optionee, the number of shares of Seller Stock to be issued pursuant to the option and the exercise price of the option and (ii) for each other Award of Seller, the name of the grantee or holder, the date of the grant and the number of shares of Seller Stock subject to such Award.

4.3 Subsidiaries . The Seller’s Disclosure Letter sets forth each of the Seller’s Subsidiaries, if any, and the ownership interest of the Seller in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary. The outstanding shares of capital stock of each Subsidiary of the Seller have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). There are no shares of capital stock of any Subsidiary of the Seller authorized and reserved for issuance, no such Subsidiary has any other Rights issued or outstanding with respect to such capital stock, and no such Subsidiary has any commitment to authorize, issue or sell any such capital stock or Rights. Other than the Subsidiaries of the Seller, the Seller does not beneficially own, directly or indirectly, any outstanding stock, Equity Securities or other voting interest in any corporation, partnership, joint venture or other entity or Person, other than DPC Property.

4.4 Financial Statements . Seller has previously furnished to Center a copy of the Financial Statements of Seller. The Financial Statements of Seller: (a) fairly present in all material respects the financial condition of Seller as of the respective dates indicated and results of operations and cash flow for the respective periods indicated; and (b) have been prepared in accordance with GAAP (other than, with respect to unaudited financial statements, for the absence of notes thereto and year-end adjustments). The books and records of Seller are being maintained in material compliance with applicable legal and accounting requirements. Except to the extent (i) reflected in the Financial Statements of Seller, (ii) of liabilities incurred since December 31, 2006 in the ordinary course of business and consistent with past practice and (iii) liabilities incurred in connection with the transactions contemplated in this Agreement, Seller has no liabilities, whether absolute, accrued, contingent or otherwise.

4.5 Authority of Seller . The execution and delivery by Seller of this Agreement and, subject to the requisite approval of the shareholders of Seller, the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Except as set forth in Seller’s Disclosure Letter, neither the execution and delivery by Seller of this Agreement, the consummation of the Merger or the transactions contemplated herein, nor compliance by Seller with any of the provisions hereof, will: (a) violate any provision of Seller’s Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or other instrument or obligation to which Seller is a party, or by which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) assuming that the Consents referred to in the following sentence are duly obtained, violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity

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having jurisdiction over any aspect of the business or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such Consents as may be required by Governmental Entities including, without limitation, the effectiveness of the S-4 and any Blue Sky permits and approvals; and (iii) as otherwise set forth in Seller’s Disclosure Letter.

4.6 Insurance . Seller has policies of insurance and bonds covering its assets and businesses against such casualties and contingencies and in such amounts, types and forms as are customary in the banking industry for its business, operations, properties and assets. All such insurance policies and bonds are in full force and effect. Except as set forth in Seller’s Disclosure Letter, Seller has not received notice from any insurer that any such policy or bond has canceled or indicating an intention to cancel or not to renew any such policy or bond or generally disclaiming liability thereunder. Except as set forth in Seller’s Disclosure Letter, Seller is not in default under any such policy or bond and all material claims thereunder have been filed in a timely fashion. Seller’s Disclosure Letter sets forth a list of all policies of insurance carried and owned by Seller, showing the name of the insurance company, the nature of the coverage, the policy limit, the annual premiums and the expiration dates. The existing insurance carried by Seller is sufficient for compliance by Seller with all material requirements of law and regulations and agreements to which Seller is subject or is a party and, except as set forth in Seller’s Disclosure Letter, will be in effect immediately after the Effective Time.

4.7 Title to and Condition of Assets . Seller’s Disclosure Letter sets forth a summary of all items of personal property and equipment with a net book value of $50,000 or more, or having an annual lease payment of $10,000 or more, owned or leased by Seller (the “ Material Personal Property ”). Seller has good and valid title to all Material Personal Property and equipment owned by it, free and clear of all Encumbrances except: (a) as set forth in the Financial Statements of Seller; (b) Encumbrances for current taxes not yet due; (c) Encumbrances that, to the Knowledge of Seller, (i) do not materially detract from the value, and (ii) do not materially interfere with present use, of the property subject thereto or affected thereby, and (d) as set forth in Seller’s Disclosure Letter. To the Knowledge of Seller, all such Material Personal Property and equipment used by Seller are in good operating condition and repair (subject to normal wear and tear), suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto.

4.8 Real Estate . Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and valid title to the owned real property, and valid leasehold interests in such leaseholds, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes n