0001047469-06-009789 Sample Contracts

AGREEMENT AND PLAN OF MERGER By And Between NUESTRA TARJETA DE SERVICIOS, INC. (Buyer) AND NBOG BANCORPORATION, INC. (Seller) Dated as of May 5, 2006
Merger Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of May 5, 2006 is by and between Nuestra Tarjeta de Servicios, Inc., a Georgia corporation ("Buyer"), and NBOG Bancorporation, Inc., a Georgia corporation ("Seller").

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made by and between Nuestra Tarjeta de Servicios, Inc., a Georgia corporation (the "Company"), and Richard Chambers, now a resident of Tennessee who will become an individual resident of Georgia on or about 1-1-06 (the "Executive"), as of this 5th day of July, 2006.

TRANSITION AGREEMENT
Transition Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia

THIS TRANSITION AGREEMENT (hereinafter, "Transition Agreement" or "Agreement") is made as of the 14th day of June, 2006 (the "Effective Date") by and between SunTrust Bank, a Georgia banking corporation, as successor-in-interest to National Bank of Commerce ("STB"), and Nuestra Tarjeta de Servicios, Inc. ("NTS")(STB and NTS are referred to sometimes hereinafter as the "parties" or separately as a "party").

BANK LEASE AND MARKETING AGREEMENT
Bank Lease and Marketing Agreement • July 20th, 2006 • El Banco Financial Corp • Georgia

THIS BANK LEASE AND MARKETING AGREEMENT (together with the Exhibits and Schedules referred to herein, the "Agreement") is entered into as of December 6, 2003 by and between National Bank of Commerce, a national banking association organized under the laws of the United States with its main office located in Memphis, Tennessee ("Bank"), and Nuestra Tarjeta de Servicios, Inc., a Georgia corporation ("NTS").

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