0000912057-01-518396 Sample Contracts

THIS AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 1st, 2001 • First Sterling Banks Inc • Commercial banks, nec • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 26, 2000, by and among FIRST STERLING BANKS, INC. ("FSLB"), a Georgia corporation; WILLIAMSON/MUSSELWHITE ACQUISITION CORP. ("Sub"), a Georgia corporation; WILLIAMSON INSURANCE AGENCY, INC. ("Williamson"), a Georgia corporation; WILLIAMSON & MUSSELWHITE INSURANCE AGENCY, INC. ("W&M"), a Georgia corporation, (Williamson and W&M are each a "Target" and collectively the "Targets"); H. Brewster Williamson, III; and Billy D. Musselwhite (each a "Shareholder" and collectively the "Shareholders").

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FIRST STERLING BANKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 1st, 2001 • First Sterling Banks Inc • Commercial banks, nec • Georgia

REGISTRATION RIGHTS AGREEMENT, dated as of December 28, 2000, by and among H. Brewster Williamson, III and Billy D. Musselwhite (collectively, the "Investors") and First Sterling Banks, Inc., a Georgia corporation (the "Company").

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