TERMINATION AGREEMENT
Pursuant to Section 9.1(a) of that certain Share Exchange Agreement, dated
as of October 17, 2002 (the "Share Exchange Agreement"), the undersigned parties
to the Share Exchange Agreement do hereby terminate the Share Exchange Agreement
as of the date hereof. Each of the parties hereto represents and warrants to
the other that its termination of the Share Exchange Agreement has been duly
approved by its Board of Directors.
IN WITNESS WHEREOF, each of the undersigned has executed this Termination
Agreement as of the 19th day of November, 2002. This Termination Agreement may
be executed in counterparts, which, when taken together, shall be deemed to
constitute a single original.
FIRST SECURITY GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
PREMIER NATIONAL BANK OF XXXXXX
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President