0000950134-06-003918 Sample Contracts

LOAN AGREEMENT
Loan Agreement • February 28th, 2006 • Metrocorp Inc • State commercial banks • Illinois

This LOAN AGREEMENT dated as of November 1, 2001 (the “Agreement”), is executed by and between METROCORP, INC., a Delaware corporation (the “Borrower”), whose address is 1523 8th Street, East Moline, Illinois 61244, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603.

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REPLACEMENT REVOLVING NOTE
Replacement Revolving Note • February 28th, 2006 • Metrocorp Inc • State commercial banks

This Replacement Revolving Note evidences the Loans and other indebtedness incurred by the Borrower under and pursuant to the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Maturity Date or any payment hereon may be accelerated. The holder of this Replacement Revolving Note is entitled to all of the benefits and security provided for in the Loan Agreement. All Loans shall be repaid by the Borrower on the Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement.

AMENDED AND RESTATED TRUST AGREEMENT among MetroCorp, Inc. as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrators named herein Dated as of November 1, 2001
Trust Agreement • February 28th, 2006 • Metrocorp Inc • State commercial banks • Delaware

Amended and Restated Trust Agreement dated as of November 1, 2001 among (i) MetroCorp, Inc., a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, a banking corporation organized under the laws of the State of Delaware, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Wilmington Trust Company, a banking corporation organized under the laws of the State of Delaware, as Delaware trustee (in such capacity the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee collectively, the “Trustees”), and (iv) Gary Andersen, an individual, and Julius J. Van Paemel, an individual, each of whose address is c/o MetroCorp, Inc., 1523 8th Street, East Moline, Illinois 61244 (each, together with any successor thereto, an “Administrator” and, collectively, the “Administrators”).

GUARANTEE AGREEMENT by METROCORP, INC. METROCORP CAPITAL TRUST I Dated as of November 1, 2001
Guarantee Agreement • February 28th, 2006 • Metrocorp Inc • State commercial banks • Illinois

GUARANTEE AGREEMENT dated as of November 1, 2001 is executed and delivered by METROCORP, INC., a Delaware corporation (the “Guarantor”) having its principal office 1523 8th Street, East Moline, Illinois 61244, for the benefit of the Holders (as defined in the Trust Agreement, as defined below) from time to time of the Capital Securities (as defined below) of METROCORP CAPITAL TRUST I, a Delaware business trust (the “Issuer”).

RENEWAL OF LEASE AGREEMENT
Lease Agreement • February 28th, 2006 • Metrocorp Inc • State commercial banks

THIS AGREEMENT is made this 11th day of July, 2000, between Metro Bank, hereinafter called “Lessee”, and WAL-MART STORES, INC., a Delaware corporation, with offices at 702 S.W. Eighth Street, Bentonville, Arkansas 72716 and a mailing address of 2001 S.E. Tenth Street, Bentonville, Arkansas 72712, hereinafter called “Lessor”.

INCENTIVE BONUS AGREEMENT
Incentive Bonus Agreement • February 28th, 2006 • Metrocorp Inc • State commercial banks • Illinois

This Incentive Bonus Agreement (“Agreement”) is effective as of the ___ day of October 2005 (the “Effective Date”), by and between Metrocorp, Inc., an Illinois corporation (the “Company”) and (“Employee”).

Subordinated Loan Agreement between metrocorp, inc. and metrocorp capital trust i Dated as of November 1, 2001
Subordinated Loan Agreement • February 28th, 2006 • Metrocorp Inc • State commercial banks • Illinois

Subordinated Loan Agreement dated as of November 1, 2001 between metrocorp, inc., a Delaware corporation (the “Company”), and MetroCorp Capital Trust I, a statutory business trust formed under the laws of the State of Delaware (the “Trust”) and governed by the Amended and Restated Trust Agreement dated as of even date herewith among the Company, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and Gary D. Andersen and Julius J. Van Paemel, not in their individual capacities but solely as Administrators of the Trust (the “Trust Agreement”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2006 • Metrocorp Inc • State commercial banks • Illinois

This INDEMNIFICATION AGREEMENT is made and entered into as of the ___day of September 2005, by and between Metrocorp, Inc., an Illinois corporation (“Metrocorp”), and , a member of Metrocorp’s Board of Directors (the “Director”).

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