PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF WASHINGTON FIRST INTERNATIONAL BANK, SEATTLE, WASHINGTON FEDERAL DEPOSIT INSURANCE CORPORATION and EAST WEST BANK DATED AS OF JUNE 11, 2010 TABLE OF CONTENTS

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 ex2-1.htm

EXHIBIT 2.1

PURCHASE AND ASSUMPTION AGREEMENT

WHOLE BANK

ALL DEPOSITS

AMONG

FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF WASHINGTON FIRST INTERNATIONAL BANK,

SEATTLE, WASHINGTON

FEDERAL DEPOSIT INSURANCE CORPORATION

and

EAST WEST BANK

DATED AS OF

JUNE 11, 2010

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS		2

ARTICLE II	ASSUMPTION OF LIABILITIES		9

	2.1	Liabilities Assumed by Assuming Institution	9
	2.2	Interest on Deposit Liabilities	10
	2.3	Unclaimed Deposits	11
	2.4	Employee Plans	11

ARTICLE III	PURCHASE OF ASSETS		11

	3.1	Assets Purchased by Assuming Institution	11
	3.2	Asset Purchase Price	12
	3.3	Manner of Conveyance; Limited Warranty;
		Nonrecourse; Etc	12
	3.4	Puts of Assets to the Receiver	13
	3.5	Assets Not Purchased by Assuming Institution	15
	3.6	Assets Essential to Receiver	16

ARTICLE IV	ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS		17

	4.1	Continuation of Banking Business	17
	4.2	Agreement with Respect to Credit Card Business	18
	4.3	Agreement with Respect to Safe Deposit Business	18
	4.4	Agreement with Respect to Safekeeping Business	18
	4.5	Agreement with Respect to Trust Business	18
	4.6	Agreement with Respect to Bank Premises	19
	4.7	Agreement with Respect to Leased Data
		Processing Equipment	22
	4.8	Agreement with Respect to Certain
		Existing Agreements	23
	4.9	Informational Tax Reporting	24
	4.10	Insurance	24
	4.11	Office Space for Receiver and Corporation	24
	4.12	Agreement with Respect to Continuation of Group
		Health Plan Coverage for Former Employees	25
	4.13	Agreement with Respect to Interim Asset Servicing	26
	4.14	Reserved	26
	4.15	Agreement with Respect to Loss Sharing	26


ARTICLE V	DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK		26

	5.1	Payment of Checks, Drafts and Orders	26
	5.2	Certain Agreements Related to Deposits	26
	5.3	Notice to Depositors	27

ARTICLE VI	RECORDS		27

	6.1	Transfer of Records	27
	6.2	Delivery of Assigned Records	28
	6.3	Preservation of Records	28
	6.4	Access to Records; Copies	28

ARTICLE VII	BID; INITIAL PAYMENT		26

ARTICLE VIII	ADJUSTMENTS		29

	8.1	Pro Forma Statement	29
	8.2	Correction of Errors and Omissions; Other Liabilities
	8.3	Payments	30
	8.4	Interest	30
	8.5	Subsequent Adjustments	30

ARTICLE IX	CONTINUING COOPERATION		31

	9.1	General Matters	31
	9.2	Additional Title Documents	31
	9.3	Claims and Suits	31
	9.4	Payment of Deposits	31
	9.5	Withheld Payments	32
	9.6	Proceedings with Respect to Certain Assets
		and Liabilities	32
	9.7	Information	33

ARTICLE X	CONDITION PRECEDENT		33

ARTICLE XI	REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION		33


ARTICLE XII	INDEMNIFICATION		34

	12.1	Indemnification of Indemnitees	34
	12.2	Conditions Precedent to Indemnification	37
	12.3	No Additional Warranty	38
	12.4	Indemnification of Corporation and Receiver	38
	12.5	Obligations Supplemental	39

iii

	12.6	Criminal Claims	39
	12.7	Limited Guaranty of the Corporation	39
	12.8	Subrogation	39

ARTICLE XIII	MISCELLANEOUS		39

	13.1	Entire Agreement	39
	13.2	Headings	40
	13.3	Counterparts	40
	13.4	Governing Law	40
	13.5	Successors	40
	13.6	Modification; Assignment	40
	13.7	Notice	40
	13.8	Manner of Payment	41
	13.9	Costs, Fees and Expenses	41
	13.10	Waiver	41
	13.11	Severability	42
	13.12	Term of Agreement	42
	13.13	Survival of Covenants, Etc.	42

SCHEDULES

	2.1	Certain Liabilities Assumed	44
	2.1(a)	Excluded Deposit Liability Accounts	45
	3.1	Certain Assets Purchased	46
	3.2	Purchase Price of Assets or Assets	47
	3.5(l)	Excluded Securities	49
	4.15A	Single Family Shared-Loss Loans	50
	4.15B	Commercial Shared-Loss Share Loans	51
	4.15C	Shared-Loss Securities	52
	7	Calculation of Deposit Premium	53

EXHIBITS

	2.3A	Final Notice Letter	55
	2.3B	Affidavit of Mailing	57
	3.2(c)	Valuation of Certain Qualified Financial Contracts	58
	4.13	Interim Asset Servicing Arrangement	60
	4.15A	Single Family Shared-Loss Agreement	62
	4.15B	Commercial Shared-Loss Agreement	104

PURCHASE AND ASSUMPTION AGREEMENT

WHOLE BANK

ALL DEPOSITS

THIS AGREEMENT, made and entered into as of the 11th day of June, 2010, by and

among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of

WASHINGTON FIRST INTERNATIONAL BANK, SEATTLE, WASHINGTON (the

“Receiver”), EAST WEST BANK, organized under the laws of the state of California, and

having its principal place of business in PASADENA, CALIFORNIA (the “Assuming

Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under

the laws of the United States of America and having its principal office in Washington, D.C.,

acting in its corporate capacity (the “Corporation”).

WITNESSETH:

WHEREAS, on Bank Closing, the Chartering Authority closed WASHINGTON

FIRST INTERNATIONAL BANK (the “Failed Bank”) pursuant to applicable law and the

Corporation was appointed Receiver thereof; and

WHEREAS, the Assuming Institution desires to purchase certain assets and assume

certain deposit and other liabilities of the Failed Bank on the terms and conditions set forth in

this Agreement; and

WHEREAS, pursuant to 12 U.S.C. Section 1823(c)(2)(A), the Corporation may provide

assistance to the Assuming Institution to facilitate the transactions contemplated by this

Agreement, which assistance may include indemnification pursuant to Article XII; and

WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined to

provide assistance to the Assuming Institution on the terms and subject to the conditions set forth

in this Agreement; and

WHEREAS, the Board has determined pursuant to 12 U.S.C. Section 1823(c)(4)(A) that

such assistance is necessary to meet the obligation of the Corporation to provide insurance

coverage for the insured deposits in the Failed Bank.

NOW THEREFORE, in consideration of the mutual promises herein set forth and other

valuable consideration, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Article

I, or elsewhere in this Agreement. As used herein, words imparting the singular include the

plural and vice versa.

“Accounting Records” means the general ledger and subsidiary ledgers and

supporting schedules which support the general ledger balances.

“Acquired Subsidiaries” means Subsidiaries of the Failed Bank acquired

pursuant to Section 3.1.

“Affiliate” of any Person means any director, officer, or employee of that Person

and any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct

or indirect common control with, such Person, or (ii) who is an affiliate of such Person as the

term “affiliate” is defined in Section 2 of the Bank Holding Company Act of 1956, as amended,

12 U.S.C. Section 1841.

“Agreement” means this Purchase and Assumption Agreement by and among

the Assuming Institution, the Corporation and the Receiver, as amended or otherwise modified

from time to time.

“Assets” means all assets of the Failed Bank purchased pursuant to Section 3.1.

Assets owned by Subsidiaries of the Failed Bank are not “Assets” within the meaning of this

definition.

“Assumed Deposits” means Deposits.

“Bank Closing” means the close of business of the Failed Bank on the date on

which the Chartering Authority closed such institution.

“Bank Premises” means the banking houses, drive-in banking facilities, and

teller facilities (staffed or automated) together with adjacent parking, storage and service

facilities and structures connecting remote facilities to banking houses, and land on which the

foregoing are located, and unimproved land that are owned or leased by the Failed Bank and that

have formerly been utilized, are currently utilized, or are intended to be utilized in the future by

the Failed Bank as shown on the Accounting Record of the Failed Bank as of Bank Closing.

“Bid Amount” has the meaning provided in Article VII.

“Bid Valuation Date” means April 5, 2010.

“Book Value” means, with respect to any Asset and any Liability Assumed, the

dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of

any item shall be determined as of Bank Closing after adjustments made by the Receiver for

differences in accounts, suspense items, unposted debits and credits, and other similar

adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of

a Subsidiary of the Failed Bank acquired by the Assuming Institution shall be determined from

the investment in subsidiary and related accounts on the “bank only” (unconsolidated) balance

sheet of the Failed Bank based on the equity method of accounting. Without limiting the

generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued

and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a Loan shall reflect

adjustments for earned interest, or unearned interest (as it relates to the “rule of 78s” or add-on-

interest loans, as applicable), if any, as of Bank Closing, adjustments for the portion of earned or

unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the

Failed Bank as of Bank Closing, and adjustments for Failed Bank Advances, if any, in each case

as determined for financial reporting purposes. The Book Value of an Asset shall not include any

adjustment for loan premiums, discounts or any related deferred income, fees or expenses, or

general or specific reserves on the Accounting Records of the Failed Bank. For Shared-Loss

Securities, Book Value means the value of the security provided in the Information Package.

“Business Day” means a day other than a Saturday, Sunday, Federal legal

holiday or legal holiday under the laws of the State where the Failed Bank is located, or a day on

which the principal office of the Corporation is closed.

“Chartering Authority” means (i) with respect to a national bank, the Office of

the Comptroller of the Currency, (ii) with respect to a Federal savings association or savings

bank, the Office of Thrift Supervision, (iii) with respect to a bank or savings institution chartered

by a State, the agency of such State charged with primary responsibility for regulating and/or

closing banks or savings institutions, as the case may be, (iv) the Corporation in accordance with

12 U.S.C. Section 1821(c), with regard to self appointment, or (v) the appropriate Federal

banking agency in accordance with 12 U.S.C. 1821(c)(9).

“Commitment” means the unfunded portion of a line of credit or other

commitment reflected on the books and records of the Failed Bank to make an extension of

credit (or additional advances with respect to a Loan) that was legally binding on the Failed Bank

as of Bank Closing, other than extensions of credit pursuant to the credit card business and

overdraft protection plans of the Failed Bank, if any.

“Credit Documents” mean the agreements, instruments, certificates or other

documents at any time evidencing or otherwise relating to, governing or executed in connection

with or as security for, a Loan, including without limitation notes, bonds, loan agreements, letter

of credit applications, lease financing contracts, banker’s acceptances, drafts, interest protection

agreements, currency exchange agreements, repurchase agreements, reverse repurchase

agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, pledges,

subordination or priority agreements, lien priority agreements, undertakings, security

instruments, certificates, documents, legal opinions, participation agreements and intercreditor

agreements, and all amendments, modifications, renewals, extensions, rearrangements, and

substitutions with respect to any of the foregoing.

“Credit File” means all Credit Documents and all other credit, collateral, or

insurance documents in the possession or custody of the Assuming Institution, or any of its

Subsidiaries or Affiliates, relating to an Asset or a Loan included in a Put Notice, or copies of

any thereof.

“Data Processing Lease” means any lease or licensing agreement, binding on

the Failed Bank as of Bank Closing, the subject of which is data processing equipment or

computer hardware or software used in connection with data processing activities. A lease or

licensing agreement for computer software used in connection with data processing activities

shall constitute a Data Processing Lease regardless of whether such lease or licensing agreement

also covers data processing equipment.

“Deposit” means a deposit as defined in 12 U.S.C. Section 1813(l), including

without limitation, outstanding cashier’s checks and other official checks and all uncollected

items included in the depositors’ balances and credited on the books and records of the Failed

Bank; provided, that the term “Deposit” shall not include all or any portion of those deposit

balances which, in the discretion of the Receiver or the Corporation, (i) may be required to

satisfy it for any liquidated or contingent liability of any depositor arising from an unauthorized

or unlawful transaction, or (ii) may be needed to provide payment of any liability of any

depositor to the Failed Bank or the Receiver, including the liability of any depositor as a director

or officer of the Failed Bank, whether or not the amount of the liability is or can be determined

as of Bank Closing.

“Deposit Secured Loan” means a loan in which the only collateral securing the

loan is Assumed Deposits or deposits at other insured depository institutions

“Failed Bank Advances” means the total sums paid by the Failed Bank to (i)

protect its lien position, (ii) pay ad valorem taxes and hazard insurance, and (iii) pay credit life

insurance, accident and health insurance, and vendor’s single interest insurance.

“Fair Market Value” means (i)(a) “Market Value” as defined in the regulation

prescribing the standards for real estate appraisals used in federally related transactions, 12

C.F.R. § 323.2(g), and accordingly shall mean the most probable price which a property should

bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and

seller each acting prudently and knowledgeably, and assuming the price is not affected by undue

stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the

passing of title from seller to buyer under conditions whereby:

(1) Buyer and seller are typically motivated;

(2) Both parties are well informed or well advised, and acting in what they consider their

own best interests;

(3) A reasonable time is allowed for exposure in the open market;

(4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements

comparable thereto; and

(5) The price represents the normal consideration for the property sold unaffected by

special or creative financing or sales concessions granted by anyone associated with the

sale;

as determined as of Bank Closing by an appraiser chosen by the Assuming Institution from a list

of acceptable appraisers provided by the Receiver; any costs and fees associated with such

determination shall be shared equally by the Receiver and the Assuming Institution, and (b)

which, with respect to Bank Premises (to the extent, if any, that Bank Premises are purchased

utilizing this valuation method), shall be determined not later than sixty (60) days after Bank

Closing by an appraiser selected by the Receiver and the Assuming Institution within seven (7)

days after Bank Closing; or (ii) with respect to property other than Bank Premises purchased

utilizing this valuation method, the price therefore as established by the Receiver and agreed to

by the Assuming Institution, or in the absence of such agreement, as determined in accordance

with clause (i)(a) above.

“First Loss Tranche” means the amount of loss the Assuming Institution shall

absorb prior to the commencement of loss sharing and it must be stated as zero or a positive

number. The First Loss Tranche bid is expressed as a percentage of the Book Value of Assets

covered by loss sharing. The First Loss Tranche must be a positive number. The First Loss

Tranche bid is 0%.

“Fixtures” means those leasehold improvements, additions, alterations and

installations constituting all or a part of Bank Premises and which were acquired, added, built,

installed or purchased at the expense of the Failed Bank, regardless of the holder of legal title

thereto as of Bank Closing.

“Furniture and Equipment” means the furniture and equipment, other than

motor vehicles, leased or owned by the Failed Bank and reflected on the books of the Failed

Bank as of Bank Closing and located on or at Bank Premises, including without limitation

automated teller machines, carpeting, furniture, office machinery (including personal

computers), shelving, office supplies, telephone, surveillance, security systems and artwork.

Motor vehicles shall be considered other assets and pass at Book Value. Furniture and

equipment located at a storage facility not adjacent to a Bank Premises are excluded from this

definition.

“Indemnitees” means, except as provided in paragraph (11) of Section 12.1(b),

(i) the Assuming Institution, (ii) the Subsidiaries and Affiliates of the Assuming Institution other

than any Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or

Affiliates of the Assuming Institution, and (iii) the directors, officers, employees and agents of

the Assuming Institution and its Subsidiaries and Affiliates who are not also present or former

directors, officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of

the Failed Bank.

“Information Package” means the most recent compilation of financial and

other data with respect to the Failed Bank, including any amendments or supplements thereto,

provided to the Assuming Institution by the Corporation on the web site used by the Corporation

to market the Failed Bank to potential acquirers.

“Initial Payment” means the payment made pursuant to Article VII (based on

the best information available as of the Bank Closing Date), the amount of which shall be either

(i) if the Bid Amount is positive, the aggregate Book Value of the Liabilities Assumed minus the

sum of the aggregate purchase price of the Assets and assets purchased and the positive Bid

Amount, or (ii) if the Bid Amount is negative, the sum of the aggregate Book Value of the

Liabilities Assumed and the negative Bid Amount minus the aggregate purchase price of the

Assets and assets purchased. The Initial Payment shall be payable by the Corporation to the

Assuming Bank if (i) the Liabilities Assumed are greater than the sum of the positive Bid

Amount and the Assets and assets purchased, or if (ii) the sum of the Liabilities Assumed and the

negative Bid Amount are greater than the Assets and assets purchased. The Initial Payment shall

be payable by the Assuming Bank to the Corporation if (i) the Liabilities Assumed are less than

the sum of the positive Bid Amount and the Assets and assets purchased, or if (ii) the sum of the

Liabilities Assumed and the negative Bid Amount is less than the Assets and assets purchased.

Such Initial Payment shall be subject to adjustment as provided in Article VIII.

“Legal Balance” means the amount of indebtedness legally owed by an Obligor

with respect to a Loan, including principal and accrued and unpaid interest, late fees, attorneys’

fees and expenses, taxes, insurance premiums, and similar charges, if any.

“Liabilities Assumed” has the meaning provided in Section 2.1.

“Lien” means any mortgage, lien, pledge, charge, assignment for security

purposes, security interest, or encumbrance of any kind with respect to an Asset, including any

conditional sale agreement or capital lease or other title retention agreement relating to such

Asset.

“Loans” means all of the following owed to or held by the Failed Bank as of

Bank Closing:

(i) loans (including loans which have been charged off the Accounting

Records of the Failed Bank in whole or in part prior to and including the Bid Valuation Date),

participation agreements, interests in participations, overdrafts of customers (including but not

limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit

in connection with a deposit account), revolving commercial lines of credit, home equity lines of

credit, Commitments, United States and/or State-guaranteed student loans, and lease financing

contracts;

(ii) all Liens, rights (including rights of set-off), remedies, powers, privileges,

demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or

for the benefit of, the holder of the obligations or instruments referred to in clause (i) above,

including but not limited to those arising under or based upon Credit Documents, casualty

insurance policies and binders, standby letters of credit, mortgagee title insurance policies and

binders, payment bonds and performance bonds at any time and from time to time existing with

respect to any of the obligations or instruments referred to in clause (i) above; and

(iii) all amendments, modifications, renewals, extensions, refinancings, and

refundings of or for any of the foregoing.

“Obligor” means each Person liable for the full or partial payment or

performance of any Loan, whether such Person is obligated directly, indirectly, primarily,

secondarily, jointly, or severally.

“Other Real Estate” means all interests in real estate (other than Bank Premises

and Fixtures), including but not limited to mineral rights, leasehold rights, condominium and

cooperative interests, air rights and development rights that are owned by the Failed Bank.

“Payment Date” means the first Business Day after the Bank Closing Date.

“Person” means any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization, or government or any

agency or political subdivision thereof, excluding the Corporation.

“Primary Indemnitor” means any Person (other than the Assuming Institution

or any of its Affiliates) who is obligated to indemnify or insure, or otherwise make payments

(including payments on account of claims made against) to or on behalf of any Person in

connection with the claims covered under Article XII, including without limitation any insurer

issuing any directors and officers liability policy or any Person issuing a financial institution

bond or banker’s blanket bond.

“Pro forma” means producing a balance sheet that reflects a reasonably accurate

financial statement of the Failed bank through the date of closing. The pro forma financial

statements serve as a basis for the opening entries of both the Assuming Institution and the

Receiver.

“Put Date” has the meaning provided in Section 3.4.

“Put Notice” has the meaning provided in Section 3.4.

“Qualified Financial Contract” means a qualified financial contract as defined

in 12 U.S.C. Section 1821(e)(8)(D).

“Record” means any document, microfiche, microfilm and computer records

(including but not limited to magnetic tape, disc storage, card forms and printed copy) of the

Failed Bank generated or maintained by the Failed Bank that is owned by or in the possession of

the Receiver at Bank Closing.

“Related Liability” with respect to any Asset means any liability existing and

reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness

secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or

affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation

determined by the Receiver to be directly related to such Asset.

“Related Liability Amount” with respect to any Related Liability on the books

of the Assuming Institution, means the amount of such Related Liability as stated on the

Accounting Records of the Assuming Institution (as maintained in accordance with generally

accepted accounting principles) as of the date as of which the Related Liability Amount is being

determined. With respect to a liability that relates to more than one asset, the amount of such

Related Liability shall be allocated among such assets for the purpose of determining the Related

Liability Amount with respect to any one of such assets. Such allocation shall be made by

specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar

amount of such assets stated on the Accounting Records of the entity that owns such asset.

“Repurchase Price” means, with respect to any Loan the Book Value, adjusted

to reflect changes to Book Value after Bank Closing, plus (i) any advances and interest on such

Loan after Bank Closing, minus (ii) the total of amounts received by the Assuming Institution for

such Loan, regardless of how applied, after Bank Closing, plus (iii) advances made by Assuming

Institution, plus (iv) total disbursements of principal made by Receiver that are not included in

the Book Value.

“Safe Deposit Boxes” means the safe deposit boxes of the Failed Bank, if any,

including the removable safe deposit boxes and safe deposit stacks in the Failed Bank’s vault(s),

all rights and benefits under rental agreements with respect to such safe deposit boxes, and all

keys and combinations thereto.

“Settlement Date” means the first Business Day immediately prior to the day

which is three hundred sixty-five (365) days after Bank Closing, or such other date prior thereto

as may be agreed upon by the Receiver and the Assuming Institution. The Receiver, in its

discretion, may extend the Settlement Date.

“Settlement Interest Rate” means, for the first calendar quarter or portion

thereof during which interest accrues, the rate determined by the Receiver to be equal to the

equivalent coupon issue yield on twenty-six (26)-week United States Treasury Bills in effect as

of Bank Closing as published in The Wall Street Journal; provided, that if no such equivalent

coupon issue yield is available as of Bank Closing, the equivalent coupon issue yield for such

Treasury Bills most recently published in The Wall Street Journal prior to Bank Closing shall be

used. Thereafter, the rate shall be adjusted to the rate determined by the Receiver to be equal to

the equivalent coupon issue yield on such Treasury Bills in effect as of the first day of each

succeeding calendar quarter during which interest accrues as published in The Wall Street

Journal.

“Shared-Loss Securities” means those securities and other assets listed on

Schedule 4.15C.

“Subsidiary” has the meaning set forth in Section 3(w)(4) of the Federal Deposit

Insurance Act, 12 U.S.C. Section 1813(w)(4), as amended.

ARTICLE II

ASSUMPTION OF LIABILITIES

2.1 Liabilities Assumed by Assuming Institution. The Assuming Institution

expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to

pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing,

except as otherwise provided in this Agreement (such liabilities referred to as “Liabilities

Assumed”):

(a) Assumed Deposits, except those Deposits specifically listed on Schedule

2.1(a); provided, that as to any Deposits of public money which are Assumed

Deposits, the Assuming Institution agrees to properly secure such Deposits with

such Assets as appropriate which, prior to Bank Closing, were pledged as

security by the Failed Bank, or with assets of the Assuming Institution, if such

securing Assets, if any, are insufficient to properly secure such Deposits;

(b) liabilities for indebtedness secured by mortgages, deeds of trust, chattel

mortgages, security interests or other liens on or affecting any Assets, if any;

provided, that the assumption of any liability pursuant to this paragraph shall be

limited to the market value of the Assets securing such liability as determined by

the Receiver;

if any, provided, that the assumption of any liability pursuant to this paragraph

shall be limited to the market value of the assets securing such liability as

determined by the Receiver; and overdrafts, debit balances, service charges,

reclamations, and adjustments to accounts with the Federal Reserve Banks as

reflected on the books and records of any such Federal Reserve Bank within

ninety (90) days after Bank Closing, if any;

(d) ad valorem taxes applicable to any Asset, if any; provided, that the

assumption of any ad valorem taxes pursuant to this paragraph shall be limited to

an amount equal to the market value of the Asset to which such taxes apply as

determined by the Receiver;

(e) liabilities, if any, for federal funds purchased, repurchase agreements and

overdrafts in accounts maintained with other depository institutions (including

any accrued and unpaid interest thereon computed to and including Bank

Closing); provided, that the assumption of any liability pursuant to this paragraph

shall be limited to the market value of the Assets securing such liability as

determined by the Receiver;

(f) United States Treasury tax and loan note option accounts, if any;

(g) liabilities for any acceptance or commercial letter of credit (including any

“standby letters of credit” as defined in 12 C.F.R. Section 337.2(a) issued on the

behalf of any Obligor of a Loan acquired hereunder by the Assuming Institution,

but excluding any other standby letters of credit); provided, that the assumption of

any liability pursuant to this paragraph shall be limited to the market value of the

Assets securing such liability as determined by the Receiver;

(h) duties and obligations assumed pursuant to this Agreement including

without limitation those relating to the Failed Bank’s Records, credit card

business, overdraft protection plans, safe deposit business, safekeeping business

or trust business, if any;

(i) liabilities, if any, for Commitments;

(j) liabilities, if any, for amounts owed to any Subsidiary of the Failed Bank

acquired under Section 3.1;

(k) liabilities, if any, with respect to Qualified Financial Contracts;

(l) duties and obligations under any contract pursuant to which the Failed

Bank provides mortgage servicing for others, or mortgage servicing is provided to

the Failed Bank by others, including (i) any seller obligations, including seller

origination; and repurchase obligations, and (ii) any government sponsored

enterprise (“GSE”) seller or servicer obligations, provided that, if the Assuming

Institution is not an approved GSE servicer, or does not intend or is unable to

become an approved GSE servicer, the Assuming Institution will cooperate with

Receiver and the GSE to effect the transfer of any such servicing obligations to a

GSE approved servicer; and

(m) all asset-related offensive litigation liabilities and all asset-related

defensive litigation liabilities, but only to the extent such liabilities relate to assets

subject to a shared-loss agreement, and provided that all other defensive litigation

and any class actions with respect to credit card business are retained by the

Receiver.

Schedule 2.1 attached hereto and incorporated herein sets forth certain categories of

Liabilities Assumed and the aggregate Book Value of the Liabilities Assumed in such categories.

Such schedule is based upon the best information available to the Receiver and may be adjusted

as provided in Article VIII.

2.2 Interest on Deposit Liabilities. The Assuming Institution agrees that, from and

after Bank Closing, it will accrue and pay interest on Deposit liabilities assumed pursuant to

Section 2.1 at a rate(s) it shall determine; provided, that for non-transaction Deposit liabilities

such rate(s) shall not be less than the lowest rate offered by the Assuming Institution to its

depositors for non-transaction deposit accounts. The Assuming Institution shall permit each

depositor to withdraw, without penalty for early withdrawal, all or any portion of such

depositor’s Deposit, whether or not the Assuming Institution elects to pay interest in accordance

with any deposit agreement formerly existing between the Failed Bank and such depositor; and

further provided, that if such Deposit has been pledged to secure an obligation of the depositor or

other party, any withdrawal thereof shall be subject to the terms of the agreement governing such

pledge. The Assuming Institution shall give notice to such depositors as provided in Section 5.3

of the rate(s) of interest which it has determined to pay and of such withdrawal rights.

2.3 Unclaimed Deposits. Fifteen (15) months following the Bank Closing Date, the

Assuming Institution will provide the Receiver a listing of all deposit accounts, including the

type of account, not claimed by the depositor. The Receiver will review the list and authorize

the Assuming Institution to act on behalf of the Receiver to send a “Final Legal Notice” in a

form substantially similar to Exhibit 2.3A to the owner(s) of the unclaimed deposits reminding

them of the need to claim or arrange to continue their account(s) with the Assuming Institution.

The Assuming Institution will send the “Final Legal Notice” to the depositors within thirty (30)

days following notification of the Receiver’s authorization. The Assuming Institution will

prepare an Affidavit of Mailing and will forward the Affidavit of Mailing to the Receiver after

mailing out the “Final Legal Notice” in a form substantially similar to Exhibit 2.3B to the

owner(s) of unclaimed deposit accounts.

If, within eighteen (18) months after Bank Closing, any depositor of the Failed Bank does

not claim or arrange to continue such depositor’s Deposit assumed pursuant to Section 2.1 at the

Assuming Institution, the Assuming Institution shall, within fifteen (15) Business Days after the

end of such eighteen (18) month period, (i) refund to the Receiver the full amount of each such

deposit (without reduction for service charges), (ii) provide to the Receiver a schedule of all such

refunded Deposits in such form as may be prescribed by the Receiver, and (iii) assign, transfer,

convey, and deliver to the Receiver, all right, title, and interest of the Assuming Institution in and

to the Records previously transferred to the Assuming Institution and other records generated or

maintained by the Assuming Institution pertaining to such Deposits. During such eighteen (18)

month period, at the request of the Receiver, the Assuming Institution promptly shall provide to

the Receiver schedules of unclaimed deposits in such form as may be prescribed by the Receiver.

2.4 Employee Plans. Except as provided in Section 4.12, the Assuming Institution

shall have no liabilities, obligations or responsibilities under the Failed Bank’s health care,

bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or

similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise

subsequent to the date of this Agreement.

ARTICLE III

PURCHASE OF ASSETS

3.1 Assets Purchased by Assuming Institution. With the exception of certain assets

expressly excluded in Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the

Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the

Assuming Institution, all right, title, and interest of the Receiver in and to all of the assets (real,

personal and mixed, wherever located and however acquired) including all subsidiaries, joint

ventures, partnerships, and any and all other business combinations or arrangements, whether

active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the

books of the Failed Bank as of Bank Closing. Schedule 3.1 attached hereto and incorporated

herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon

the best information available to the Receiver and may be adjusted as provided in Article VIII.

Assets are purchased hereunder by the Assuming Institution subject to all liabilities for

indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

Notwithstanding Section 4.8, the Assuming Institution specifically purchases all mortgage

servicing rights and obligations of the Failed Bank.

3.2 Asset Purchase Price.

(a) All Assets and assets of the Failed Bank subject to an option to purchase by the

Assuming Institution shall be purchased for the amount, or the amount resulting from the method

specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be

provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other

asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein

shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records

of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

(b) The purchase price for securities (other than the capital stock of any Acquired

Subsidiary, Shared-Loss Securities, FRB and FHLB stock) purchased under Section 3.1 by the

Assuming Institution shall be the market value thereof as of Bank Closing, which market value

shall be (i) the market price for each such security quoted at the close of the trading day effective

on Bank Closing as published electronically by Bloomberg, L.P., or alternatively, at the

discretion of the Receiver, IDC/Financial Times (FT) Interactive Data; (ii) provided, that if such

market price is not available for any such security, the Assuming Institution will submit a bid for

each such security within three days of notification/bid request by the Receiver (unless a

different time period is agreed to by the Assuming Institution and the Receiver) and the

Receiver, in its sole discretion will accept or reject each such bid; and (iii) further provided in the

absence of an acceptable bid from the Assuming Institution, each such security shall not pass to

the Assuming Institution and shall be deemed to be an excluded asset hereunder.

accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be

shared equally by the Receiver and the Assuming Institution.

3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THE

CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY

INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS

AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER’S DEED OR

RECEIVER’S BILL OF SALE, “AS IS”, “WHERE IS”, WITHOUT RECOURSE AND,

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT,

WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS,

EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY,

COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR

ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

3.4 Puts of Assets to the Receiver.

(a) Puts Within 30 Days After Bank Closing. During the thirty (30)-day period

following Bank Closing and only during such period (which thirty (30)-day period may be

extended in writing in the sole absolute discretion of the Receiver for any Loan), in accordance

with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to

purchase any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section

3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository

institutions due to either insufficient Assumed Deposit or deposit collateral or deficient

documentation regarding such collateral; provided with regard to any Deposit Secured Loan

secured by an Assumed Deposit, no such purchase may be required until any Deposit setoff

determination, whether voluntary or involuntary, has been made; and,

at the end of the thirty (30)-day period following Bank Closing and at that time only, in

accordance with this Section 3.4, the Assuming Institution shall be entitled to require the

Receiver to purchase any remaining overdraft transferred to the Assuming Institution pursuant to

3.1 which both was made after the Bid Valuation Date and was not made pursuant to an

overdraft protection plan or similar extension of credit.

Notwithstanding the foregoing, the Assuming Institution shall not have the right to require the

Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired

Subsidiary, or (ii) the Assuming Institution has:

(A) made any advance in accordance with the terms of a Commitment or

otherwise with respect to such Loan;

(B) taken any action that increased the amount of a Related Liability with

respect to such Loan over the amount of such liability immediately prior to

the time of such action;

indebtedness for money borrowed or which constitutes a conditional sales

agreement, capital lease or other title retention agreement;

(D) entered into, agreed to make, grant or permit, or made, granted or

permitted any modification or amendment to, any waiver or extension

with respect to, or any renewal, refinancing or refunding of, such Loan or

related Credit Documents or collateral, including, without limitation, any

act or omission which diminished such collateral; or

(E) sold, assigned or transferred all or a portion of such Loan to a third party

(whether with or without recourse).

The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and

shall indemnify the Receiver against any and all claims of any Person claiming by, through or

under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

(b) Puts Prior to the Settlement Date. During the period from the Bank Closing

Date to and including the Business Day immediately preceding the Settlement Date, the

Assuming Bank shall be entitled to require the Receiver to purchase any Asset which the

Assuming Bank can establish is evidenced by forged or stolen instruments as of the Bank

Closing Date; provided, that, the Assuming Bank shall not have the right to require the Receiver

to purchase any such Asset with respect to which the Assuming Bank has taken any action

referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all

such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and

all claims of any Person claiming by, through or under the Assuming Bank with respect to any

such Asset, as provided in Section 12.4.

require the Receiver to purchase one or more Assets, the Assuming Institution shall deliver to the

Receiver a notice (a “Put Notice”) which shall include:

(i) a list of all Assets that the Assuming Institution requires the Receiver to

purchase;

(ii) a list of all Related Liabilities with respect to the Assets identified

pursuant to (i) above; and

(iii) a statement of the estimated Repurchase Price of each Asset identified

pursuant to (i) above as of the applicable Put Date.

Such notice shall be in the form prescribed by the Receiver or such other form to which the

Receiver shall consent. As provided in Section 9.6, the Assuming Institution shall deliver to the

Receiver such documents, Credit Files and such additional information relating to the subject

matter of the Put Notice as the Receiver may request and shall provide to the Receiver full access

to all other relevant books and records.

(d) Purchase by Receiver. The Receiver shall purchase Assets that are specified in

the Put Notice and shall assume Related Liabilities with respect to such Assets, and the transfer

of such Assets and Related Liabilities shall be effective as of a date determined by the Receiver

which date shall not be later than thirty (30) days after receipt by the Receiver of the Put Notice

(the “Put Date”).

(e) Purchase Price and Payment Date. Each Asset purchased by the Receiver

pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such

Asset less the Related Liability Amount applicable to such Asset, in each case determined as of

the applicable Put Date. If the difference between such Repurchase Price and such Related

Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount

of such difference; if the difference between such amounts is negative, then the Assuming

Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or

the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section

3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date,

together with interest on such amount at the Settlement Interest Rate for the period from and

including such Put Date to and including the day preceding the date upon which payment is

made.

(f) Servicing. The Assuming Institution shall administer and manage any Asset

subject to purchase by the Receiver in accordance with usual and prudent banking standards and

business practices until such time as such Asset is purchased by the Receiver.

(g) Reversals. In the event that the Receiver purchases an Asset (and assumes the

Related Liability) that it is not required to purchase pursuant to this Section 3.4, the Assuming

Institution shall repurchase such Asset (and assume such Related Liability) from the Receiver at

a price computed so as to achieve the same economic result as would apply if the Receiver had

never purchased such Asset pursuant to this Section 3.4.

3.5 Assets Not Purchased by Assuming Institution. The Assuming Institution does

not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement)

obtain an option to purchase, acquire or assume under this Agreement:

(a) any financial institution bonds, banker’s blanket bonds, or public liability, fire,

extended coverage insurance policy, bank owned life insurance or any other insurance policy of

the Failed Bank, or premium refund, unearned premium derived from cancellation, or any

proceeds payable with respect to any of the foregoing;

(b) any interest, right, action, claim, or judgment against (i) any officer, director,

employee, accountant, attorney, or any other Person employed or retained by the Failed Bank or

any Subsidiary of the Failed Bank on or prior to Bank Closing arising out of any act or omission

of such Person in such capacity, (ii) any underwriter of financial institution bonds, banker’s

blanket bonds or any other insurance policy of the Failed Bank, (iii) any shareholder or holding

company of the Failed Bank, or (iv) any other Person whose action or inaction may be related to

any loss (exclusive of any loss resulting from such Person’s failure to pay on a Loan made by the

Failed Bank) incurred by the Failed Bank; provided, that for the purposes hereof, the acts,

omissions or other events giving rise to any such claim shall have occurred on or before Bank

Closing, regardless of when any such claim is discovered and regardless of whether any such

claim is made with respect to a financial institution bond, banker’s blanket bond, or any other

insurance policy of the Failed Bank in force as of Bank Closing;

(d) legal or equitable interests in tax receivables of the Failed Bank, if any, including

any claims arising as a result of the Failed Bank having entered into any agreement or otherwise

being joined with another Person with respect to the filing of tax returns or the payment of taxes;

(e) amounts reflected on the Accounting Records of the Failed Bank as of Bank

Closing as a general or specific loss reserve or contingency account, if any;

(f) leased or owned Bank Premises and leased or owned Furniture and Equipment

and Fixtures and data processing equipment (including hardware and software) located on leased

or owned Bank Premises, if any; provided, that the Assuming Institution does obtain an option

under Section 4.6, Section 4.7 or Section 4.8, as the case may be, with respect thereto;

(g) owned Bank Premises which the Receiver, in its discretion, determines may

contain environmentally hazardous substances;

(h) any “goodwill,” as such term is defined in the instructions to the report of

condition prepared by banks examined by the Corporation in accordance with 12 C.F.R. Section

304.3, and other intangibles;

(i) any criminal restitution or forfeiture orders issued in favor of the Failed Bank;

(j) reserved;

(k) assets essential to the Receiver in accordance with Section 3.6;

(l) the securities listed on the attached Schedule 3.5(l); and

(m) prepaid accounts associated with any contract or agreement that the Assuming

Institution either does not directly assume pursuant to the terms of this Agreement nor has an

option to assume under Section 4.8.

3.6 Retention or Repurchase of Assets Essential to Receiver.

(a) The Receiver may refuse to sell to the Assuming Institution, or the Assuming

Institution agrees, at the request of the Receiver set forth in a written notice to the Assuming

Institution, to assign, transfer, convey, and deliver to the Receiver all of the Assuming

Institution’s right, title and interest in and to, any Asset or asset essential to the Receiver as

determined by the Receiver in its discretion (together with all Credit Documents evidencing or

pertaining thereto), which may include any Asset or asset that the Receiver determines to be:

(i) made to an officer, director, or other Person engaging in the affairs of the

Failed Bank, its Subsidiaries or Affiliates or any related entities of any of

the foregoing;

(ii) the subject of any investigation relating to any claim with respect to any

item described in Section 3.5(a) or (b), or the subject of, or potentially the

subject of, any legal proceedings;

(iii) made to a Person who is an Obligor on a loan owned by the Receiver or

the Corporation in its corporate capacity or its capacity as receiver of any

institution;

(iv) secured by collateral which also secures any asset owned by the Receiver;

(v) related to any asset of the Failed Bank not purchased by the Assuming

Institution under this Article III or any liability of the Failed Bank not

assumed by the Assuming Institution under Article II.

(b) Each such Asset or asset purchased by the Receiver shall be purchased at a price

equal to the Repurchase Price thereof less the Related Liability Amount with respect to any

Related Liabilities related to such Asset or asset, in each case determined as of the date of the

notice provided by the Receiver pursuant to Section 3.6(a). The Receiver shall pay the Assuming

Institution not later than the twentieth (20th) Business Day following receipt of related Credit

Documents and Credit Files together with interest on such amount at the Settlement Interest Rate

for the period from and including the date of receipt of such documents to and including the day

preceding the day on which payment is made. The Assuming Institution agrees to administer and

manage each such Asset or asset in accordance with usual and prudent banking standards and

business practices until each such Asset or asset is purchased by the Receiver. All transfers with

respect to Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The

Assuming Institution shall transfer all such Asset or assets and Related Liabilities to the Receiver

without recourse, and shall indemnify the Receiver against any and all claims of any Person

claiming by, through or under the Assuming Institution with respect to any such Asset or asset,

as provided in Section 12.4.

ARTICLE IV

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS

The Assuming Institution agrees with the Receiver and the Corporation as follows:

4.1 Continuation of Banking Business. For the period commencing the first banking

Business Day after Bank Closing and ending no earlier than the first anniversary of Bank

Closing, the Assuming Institution will provide full service banking in the trade area of the Failed

Bank. Thereafter, the Assuming Institution may cease providing such banking services in the

trade area of the Failed Bank, provided the Assuming Institution has received all necessary

regulatory approvals. At the option of the Assuming Institution, such banking services may be

provided at any or all of the Bank Premises, or at other premises within such trade area. The

trade area shall be determined by the Receiver. For the avoidance of doubt, the foregoing shall

not restrict the Assuming Institution from opening, closing or selling branches upon receipt of

the necessary regulatory approvals, if the Assuming Institution or its successors continue to

provide banking services in the trade area. Assuming Institution will pay to the Receiver, upon

the sale of a branch or branches within the year following the date of this agreement, fifty

percent (50%) of any franchise premium in excess of the franchise premium paid by the

Assuming Institution with respect to such branch or branches.

4.2 Agreement with Respect to Credit Card Business. The Assuming Institution

agrees to honor and perform, from and after Bank Closing, all duties and obligations with respect

to the Failed Bank’s credit card business, and/or processing related to credit cards, if any, and

assumes all outstanding extensions of credit with respect thereto.

4.3 Agreement with Respect to Safe Deposit Business. The Assuming Institution

assumes and agrees to discharge, from and after Bank Closing, in the usual course of conducting

a banking business, the duties and obligations of the Failed Bank with respect to all Safe Deposit

Boxes, if any, of the Failed Bank and to maintain all of the necessary facilities for the use of such

boxes by the renters thereof during the period for which such boxes have been rented and the

rent therefore paid to the Failed Bank, subject to the provisions of the rental agreements between

the Failed Bank and the respective renters of such boxes; provided, that the Assuming Institution

may relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution

located in the trade area of the Failed Bank. The Safe Deposit Boxes shall be located and

maintained in the trade area of the Failed Bank for a minimum of one year from Bank Closing.

The trade area shall be determined by the Receiver. Fees related to the safe deposit business

earned prior to the Bank Closing Date shall be for the benefit of the Receiver and fees earned

after the Bank Closing Date shall be for the benefit of the Assuming Institution.

4.4 Agreement with Respect to Safekeeping Business. The Receiver transfers,

conveys and delivers to the Assuming Institution and the Assuming Institution accepts all

securities and other items, if any, held by the Failed Bank in safekeeping for its customers as of

Bank Closing. The Assuming Institution assumes and agrees to honor and discharge, from and

after Bank Closing, the duties and obligations of the Failed Bank with respect to such securities

and items held in safekeeping. The Assuming Institution shall be entitled to all rights and

benefits heretofore accrued or hereafter accruing with respect thereto. The Assuming Institution

shall provide to the Receiver written verification of all assets held by the Failed Bank for

safekeeping within sixty (60) days after Bank Closing. The assets held for safekeeping by the

Failed Bank shall be held and maintained by the Assuming Institution in the trade area of the

Failed Bank for a minimum of one year from Bank Closing. At the option of the Assuming

Institution, the safekeeping business may be provided at any or all of the Bank Premises, or at

other premises within such trade area. The trade area shall be determined by the Receiver. Fees

related to the safekeeping business earned prior to the Bank Closing Date shall be for the benefit

of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the

Assuming Institution.

4.5 Agreement with Respect to Trust Business.

(a) The Assuming Institution shall, without further transfer, substitution, act or deed,

to the full extent permitted by law, succeed to the rights, obligations, properties, assets,

investments, deposits, agreements, and trusts of the Failed Bank under trusts, executorships,

administrations, guardianships, and agencies, and other fiduciary or representative capacities, all

to the same extent as though the Assuming Institution had assumed the same from the Failed

Bank prior to Bank Closing; provided, that any liability based on the misfeasance, malfeasance

or nonfeasance of the Failed Bank, its directors, officers, employees or agents with respect to the

trust business is not assumed hereunder.

(b) The Assuming Institution shall, to the full extent permitted by law, succeed to,

and be entitled to take and execute, the appointment to all executorships, trusteeships,

guardianships and other fiduciary or representative capacities to which the Failed Bank is or may

be named in wills, whenever probated, or to which the Failed Bank is or may be named or

appointed by any other instrument.

transfer of such trust business, the Assuming Institution agrees that, at its own expense, it will

take whatever action is necessary to accomplish such transfer. The Receiver agrees to use

reasonable efforts to assist the Assuming Institution in accomplishing such transfer.

(d) The Assuming Institution shall provide to the Receiver written verification of the

assets held in connection with the Failed Bank’s trust business within sixty (60) days after Bank

Closing.

4.6 Agreement with Respect to Bank Premises.

(a) Option to Purchase. Subject to Section 3.5, the Receiver hereby grants to the

Assuming Institution an exclusive option for the period of ninety (90) days commencing the day

after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures

and Equipment located on the Bank Premises. The Assuming Institution shall give written notice

to the Receiver within the option period of its election to purchase or not to purchase any of the

owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank

Closing and such purchase shall be consummated as soon as practicable thereafter, and in no

event later than the Settlement Date. If the Assuming Institution gives notice of its election not

to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing,

then, not withstanding any other provision of this Agreement to the contrary, the Assuming

Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank

Premises and associated Fixtures, Furniture and Equipment.

(b) Option to Lease. The Receiver hereby grants to the Assuming Institution an

exclusive option for the period of ninety (90) days commencing the day after Bank Closing to

cause the Receiver to assign to the Assuming Institution any or all leases for leased Bank

Premises, if any, which have been continuously occupied by the Assuming Institution from Bank

Closing to the date it elects to accept an assignment of the leases with respect thereto to the

extent such leases can be assigned; provided, that the exercise of this option with respect to any

lease must be as to all premises or other property subject to the lease. If an assignment cannot be

made of any such leases, the Receiver may, in its discretion, enter into subleases with the

Assuming Institution containing the same terms and conditions provided under such existing

leases for such leased Bank Premises or other property. The Assuming Institution shall give

notice to the Receiver within the option period of its election to accept or not to accept an

assignment of any or all leases (or enter into subleases or new leases in lieu thereof). The

Assuming Institution agrees to assume all leases assigned (or enter into subleases or new leases

in lieu thereof) pursuant to this Section 4.6. If the Assuming Institution gives notice of its

election not to accept an assignment of a lease for one or more of the leased Bank Premises

within seven (7) days of Bank Closing, then, not withstanding any other provision of this

Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or

fees associated with appraisals for the Fixtures, Furniture and Equipment located on such leased

Bank Premises.

sublease of leases or the negotiation of new leases by the Assuming Institution; provided, that

neither the Receiver nor the Corporation shall be obligated to engage in litigation, make

payments to the Assuming Institution or to any third party in connection with facilitating any

such assumption, assignment, sublease or negotiation or commit to any other obligations to third

parties.

(d) Occupancy. The Assuming Institution shall give the Receiver fifteen (15) days’

prior written notice of its intention to vacate prior to vacating any leased Bank Premises with

respect to which the Assuming Institution has not exercised the option provided in Section

4.6(b). Any such notice shall be deemed to terminate the Assuming Institution’s option with

respect to such leased Bank Premises.

(e) Occupancy Costs.

(i) The Assuming Institution agrees to pay to the Receiver, or to appropriate

third parties at the direction of the Receiver, during and for the period of any occupancy by it of

(x) owned Bank Premises the market rental value, as determined by the appraiser selected in

accordance with the definition of Fair Market Value, and all operating costs, and (y) leased Bank

Premises, all operating costs with respect thereto and to comply with all relevant terms of

applicable leases entered into by the Failed Bank, including without limitation the timely

payment of all rent. Operating costs include, without limitation all taxes, fees, charges, utilities,

insurance and assessments, to the extent not included in the rental value or rent. If the Assuming

Institution elects to purchase any owned Bank Premises in accordance with Section 4.6(a), the

amount of any rent paid (and taxes paid to the Receiver which have not been paid to the taxing

authority and for which the Assuming Institution assumes liability) by the Assuming Institution

with respect thereto shall be applied as an offset against the purchase price thereof.

(ii) The Assuming Institution agrees during the period of occupancy by it of

owned or leased Bank Premises, to pay to the Receiver rent for the use of all owned or leased

Furniture and Equipment and all owned or leased Fixtures located on such Bank Premises for the

period of such occupancy. Rent for such property owned by the Failed Bank shall be the market

rental value thereof, as determined by the Receiver within sixty (60) days after Bank Closing.

Rent for such leased property shall be an amount equal to any and all rent and other amounts

which the Receiver incurs or accrues as an obligation or is obligated to pay for such period of

occupancy pursuant to all leases and contracts with respect to such property. If the Assuming

Institution purchases any owned Furniture and Equipment or owned Fixtures in accordance with

Section 4.6(f) or 4.6(h), the amount of any rents paid by the Assuming Institution with respect

thereto shall be applied as an offset against the purchase price thereof.

(f) Certain Requirements as to Furniture, Equipment and Fixtures. If the

Assuming Institution purchases owned Bank Premises or accepts an assignment of the lease (or

enters into a sublease or a new lease in lieu thereof) for leased Bank Premises as provided in

Section 4.6(a) or 4.6(b), or if the Assuming Institution does not exercise such option but within

twelve (12) months following Bank Closing obtains the right to occupy such premises (whether

by assignment, lease, sublease, purchase or otherwise), other than in accordance with Section

4.6(a) or (b), the Assuming Institution shall (i) effective as of the date of Bank Closing, purchase

from the Receiver all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair

Market Value and located thereon as of Bank Closing, (ii) accept an assignment or a sublease of

the leases or negotiate new leases for all Furniture and Equipment and Fixtures leased by the

Failed Bank and located thereon, and (iii) if applicable, accept an assignment or a sublease of

any ground lease or negotiate a new ground lease with respect to any land on which such Bank

Premises are located; provided, that the Receiver shall not have disposed of such Furniture and

Equipment and Fixtures or repudiated the leases specified in clause (ii) or (iii).

(g) Vacating Premises.

(i) If the Assuming Institution elects not to purchase any owned Bank

Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date

upon which the Assuming Institution’s occupancy of such premises shall terminate, which date

shall not be later than ninety (90) days after the date of the Assuming Institution’s notice not to

exercise such option. The Assuming Institution promptly shall relinquish and release to the

Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the

same condition as at Bank Closing, normal wear and tear excepted. By occupying any such

premises after the expiration of such ninety (90)-day period, the Assuming Institution shall, at

the Receiver’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to

assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and

leased Fixtures located thereon and any ground lease with respect to the land on which such

premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures

owned by the Failed Bank and located on such premises as of Bank Closing.

(ii) If the Assuming Institution elects not to accept an assignment of the lease

or sublease any leased Bank Premises, the notice of such election in accordance with Section

4.6(b) shall specify the date upon which the Assuming Institution’s occupancy of such leased

Bank Premises shall terminate, which date shall not be later than ninety (90) days after the date

of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises,

the Assuming Institution shall relinquish and release to the Receiver such premises and the

Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank

Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate

such premises prior to the expiration of the option period specified in Section 4.6(b), or by

occupying such premises after the one hundred eighty (180)-day period specified above in this

paragraph (ii), the Assuming Institution shall, at the Receiver’s option, (x) be deemed to have

assumed all leases, obligations and liabilities with respect to such premises (including any

ground lease with respect to the land on which premises are located), and leased Furniture and

Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the

Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and

Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such

premises as of Bank Closing.

(h) Furniture and Equipment and Certain Other Equipment. The Receiver

hereby grants to the Assuming Institution an option to purchase all Furniture and Equipment

and/or all telecommunications, data processing equipment (including hardware and software)

and check processing and similar operating equipment owned by the Failed Bank at Fair Market

Value and located at any leased Bank Premises that the Assuming Institution elects to vacate or

which it could have, but did not occupy, pursuant to this Section 4.6; provided, that, the

Assuming Institution shall give the Receiver notice of its election to purchase such property at

the time it gives notice of its intention to vacate such Bank Premises or within ten (10) days after

Bank Closing for Bank Premises it could have, but did not, occupy.

(i) Option to Put Bank Premises and Related Fixtures, Furniture and

Equipment.

(i) For a period of ninety (90) days following Bank Closing, the Assuming

Institution shall be entitled to require the Receiver to purchase any Bank Premises that is owned,

directly or indirectly, by an Acquired Subsidiary and the purchase price paid by the Receiver

shall be the Fair Market Value of the Bank Premises.

(ii) If the Assuming Institution elects to require the Receiver to purchase any

Bank Premises that is owned, directly or indirectly, by an Acquired Subsidiary, the Assuming

Institution shall also have the option, exercisable within the same ninety (90) day time period, to

require the Receiver to purchase any Fixtures, Furniture and Equipment that is owned, directly or

indirectly, by an Acquired Subsidiary and which is located on such Bank Premises. The

purchase price paid by the Receiver shall be the Fair Market Value of the Fixtures, Furniture and

Equipment.

(iii) In the event the Assuming Institution elects to exercise its option under

this subparagraph, the Assuming Institution shall pay to the Receiver occupancy costs in

accordance with Section 4.6(e) and shall vacate the Bank Premises in accordance with Section

4.6(g)(i).

(iv) Regardless of whether the Assuming Institution exercises any of its option

under this subparagraph, the purchase price for the Acquired Subsidiary shall be adjusted by the

difference between the Fair Market Value of the Bank Premises and Fixtures, Furniture and

Equipment and their respective Book Value as reflected of the books and records of the Acquired

Subsidiary. Such adjustment shall be made in accordance with Article VIII of this Agreement.

4.7 Agreement with Respect to Leased Data Processing Equipment

(a) The Receiver hereby grants to the Assuming Institution an exclusive option for

the period of ninety (90) days commencing the day after Bank Closing to accept an assignment

from the Receiver of any or all Data Processing Leases to the extent that such Data Processing

Leases can be assigned.

(b) The Assuming Institution shall (i) give written notice to the Receiver within the

option period specified in Section 4.7(a) of its intent to accept or decline an assignment or

sublease of any or all Data Processing Leases and promptly accept an assignment or sublease of

such Data Processing Leases, and (ii) give written notice to the appropriate lessor(s) that it has

accepted an assignment or sublease of any such Data Processing Leases.

Leases or the negotiation of new leases or license agreements by the Assuming Institution;

provided, that neither the Receiver nor the Corporation shall be obligated to engage in litigation

or make payments to the Assuming Institution or to any third party in connection with

facilitating any such assumption, assignment, sublease or negotiation.

(d) The Assuming Institution agrees, during its period of use of any property subject

to a Data Processing Lease, to pay to the Receiver or to appropriate third parties at the direction

of the Receiver all operating costs with respect thereto and to comply with all relevant terms of

the applicable Data Processing Leases entered into by the Failed Bank, including without

limitation the timely payment of all rent, taxes, fees, charges, utilities, insurance and

assessments.

(e) The Assuming Institution shall, not later than fifty (50) days after giving the

notice provided in Section 4.7(b), (i) relinquish and release to the Receiver all property subject to

the relevant Data Processing Lease, in the same condition as at Bank Closing, normal wear and

tear excepted, or (ii) accept an assignment or a sublease thereof or negotiate a new lease or

license agreement under this Section 4.7.

4.8 Agreement with Respect to Certain Existing Agreements.

(a) Subject to the provisions of Section 4.8(b), with respect to agreements existing as

of Bank Closing which provide for the rendering of services by or to the Failed Bank, within

thirty (30) days after Bank Closing, the Assuming Institution shall give the Receiver written

notice specifying whether it elects to assume or not to assume each such agreement. Except as

may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the

terms of each such agreement for a period commencing on the day after Bank Closing and

ending on: (i) in the case of an agreement that provides for the rendering of services by the

Failed Bank, the date which is ninety (90) days after Bank Closing, and (ii) in the case of an

agreement that provides for the rendering of services to the Failed Bank, the date which is thirty

(30) days after the Assuming Institution has given notice to the Receiver of its election not to

assume such agreement; provided, that the Receiver can reasonably make such service

agreements available to the Assuming Institution. The Assuming Institution shall be deemed by

the Receiver to have assumed agreements for which no notification is timely given. The Receiver

agrees to assign, transfer, convey, and deliver to the Assuming Institution all right, title and

interest of the Receiver, if any, in and to agreements the Assuming Institution assumes

hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease

(or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not

otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service

agreements related to such premises. The Assuming Institution agrees, during the period it has

the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third

parties at the direction of the Receiver all operating costs with respect thereto and to comply with

all relevant terms of such agreement.

(b) The provisions of Section 4.8(a) regarding the Assuming Institution’s election to

assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the

Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the

Failed Bank by others, (ii) agreements that are subject to Sections 4.1 through 4.7 and any

insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5,

and (iii) consulting, management or employment agreements, if any, between the Failed Bank

and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this

Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under

any of the agreements described in this Section 4.8(b).

4.9 Informational Tax Reporting. The Assuming Institution agrees to perform all

obligations of the Failed Bank with respect to Federal and State income tax informational

reporting related to (i) the Assets and the Liabilities Assumed, (ii) deposit accounts that were

closed and loans that were paid off or collateral obtained with respect thereto prior to Bank

Closing, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any other

asset or liability of the Failed Bank, including, without limitation, loans not purchased and

Deposits not assumed by the Assuming Institution, as may be required by the Receiver.

4.10 Insurance. The Assuming Institution agrees to obtain insurance coverage

effective from and after Bank Closing, including public liability, fire and extended coverage

insurance acceptable to the Receiver with respect to owned or leased Bank Premises that it

occupies, and all owned or leased Furniture and Equipment and Fixtures and leased data

processing equipment (including hardware and software) located thereon, in the event such

insurance coverage is not already in force and effect with respect to the Assuming Institution as

the insured as of Bank Closing. All such insurance shall, where appropriate (as determined by

the Receiver), name the Receiver as an additional insured.

4.11 Office Space for Receiver and Corporation. For the period commencing on the

day following Bank Closing and ending on the one hundred eightieth (180th) day thereafter, the

Assuming Institution agrees to provide to the Receiver and the Corporation, without charge,

adequate and suitable office space (including parking facilities and vault space), furniture,

equipment (including photocopying and telecopying machines), email accounts, network access

and technology resources (such as shared drive) and utilities (including local telephone service

and fax machines) at the Bank Premises occupied by the Assuming Institution for their use in the

discharge of their respective functions with respect to the Failed Bank. In the event the Receiver

and the Corporation determine that the space provided is inadequate or unsuitable, the Receiver

and the Corporation may relocate to other quarters having adequate and suitable space and the

costs of relocation and any rental and utility costs for the balance of the period of occupancy by

the Receiver and the Corporation shall be borne by the Assuming Institution. Additionally, the

Assuming Institution agrees to pay such bills and invoices on behalf of the Receiver and

Corporation as the Receiver or Corporation may direct for the period beginning on the date of

Bank Closing and ending on Settlement Date. Assuming Institution shall submit it requests for

reimbursement of such expenditures pursuant to Article VIII of this Agreement.

4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for

Former Employees of the Failed Bank.

(a) The Assuming Institution agrees to assist the Receiver, as provided in this Section

4.12, in offering individuals who were employees or former employees of the Failed Bank, or

any of its Subsidiaries, and who, immediately prior to Bank Closing, were receiving, or were

eligible to receive, health insurance coverage or health insurance continuation coverage from the

Failed Bank (“Eligible Individuals”), the opportunity to obtain health insurance coverage in the

Corporation’s FIA Continuation Coverage Plan which provides for health insurance continuation

coverage to such Eligible Individuals who are qualified beneficiaries of the Failed Bank as

defined in Section 607 of the Employee Retirement Income Security Act of 1974, as amended

(respectively, “qualified beneficiaries” and “ERISA”). The Assuming Institution shall consult

with the Receiver and not later than five (5) Business Days after Bank Closing shall provide

written notice to the Receiver of the number (if available), identity (if available) and addresses (if

available) of the Eligible Individuals who are qualified beneficiaries of the Failed Bank and for

whom a “qualifying event” (as defined in Section 603 of ERISA) has occurred and with respect

to whom the Failed Bank’s obligations under Part 6 of Subtitle B of Title I of ERISA have not

been satisfied in full, and such other information as the Receiver may reasonably require. The

Receiver shall cooperate with the Assuming Institution in order to permit it to prepare such

notice and shall provide to the Assuming Institution such data in its possession as may be

reasonably required for purposes of preparing such notice.

(b) The Assuming Institution shall take such further action to assist the Receiver in

offering the Eligible Individuals who are qualified beneficiaries of the Failed Bank the

opportunity to obtain health insurance coverage in the Corporation’s FIA Continuation Coverage

Plan as the Receiver may direct. All expenses incurred and paid by the Assuming Institution (i)

in connection with the obligations of the Assuming Institution under this Section 4.12, and (ii) in

providing health insurance continuation coverage to any Eligible Individuals who are hired by

the Assuming Institution and such employees’ qualified beneficiaries shall be borne by the

Assuming Institution.

shall provide the Receiver with a list of all Failed Bank employees the Assuming Institution will

not hire. Unless otherwise agreed, the Assuming Institution pays all salaries and payroll costs

for all Failed Bank Employees until the list is provided to the Receiver. The Assuming

Institution shall be responsible for all costs and expenses (i.e. salary, benefits, etc.) associated

with all other employees not on that list from and after the date of delivery of the list to the

Receiver. The Assuming Institution shall offer to the Failed Bank employees it retains

employment benefits comparable to those the Assuming Institution offers its current employees.

(d) This Section 4.12 is for the sole and exclusive benefit of the parties to this

Agreement, and for the benefit of no other Person (including any former employee of the Failed

Bank or any Subsidiary thereof or qualified beneficiary of such former employee). Nothing in

this Section 4.12 is intended by the parties, or shall be construed, to give any Person (including

any former employee of the Failed Bank or any Subsidiary thereof or qualified beneficiary of

such former employee) other than the Corporation, the Receiver and the Assuming Institution

any legal or equitable right, remedy or claim under or with respect to the provisions of this

Section.

4.13 Agreement with Respect to Interim Asset Servicing. At any time after Bank

Closing, the Receiver may establish on its books an asset pool(s) and may transfer to such asset

pool(s) (by means of accounting entries on the books of the Receiver) all or any assets and

liabilities of the Failed Bank which are not acquired by the Assuming Institution, including,

without limitation, wholly unfunded Commitments and assets and liabilities which may be

acquired, funded or originated by the Receiver subsequent to Bank Closing. The Receiver may

remove assets (and liabilities) from or add assets (and liabilities) to such pool(s) at any time in its

discretion. At the option of the Receiver, the Assuming Institution agrees to service, administer,

and collect such pool assets in accordance with and for the term set forth in Exhibit 4.13 “Interim

Asset Servicing Arrangement”.

4.14 Reserved.

4.15 Agreement with Respect to Loss Sharing. The Assuming Institution shall be

entitled to require reimbursement from the Receiver for loss sharing on certain loans in

accordance with the Single Family Shared-Loss Agreement attached hereto as Exhibit 4.15A and

the Commercial Shared-Loss Agreement attached hereto as Exhibit 4.15B, collectively, the

“Shared-Loss Agreements.” The Loans that shall be subject to the Shared-Loss Agreements are

identified on the Schedules 4.15A and 4.15B, and Schedule 4.15C, Shared-Loss Securities,

attached hereto.

ARTICLE V

DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK

5.1 Payment of Checks, Drafts and Orders. Subject to Section 9.5, the Assuming

Institution agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of

the Failed Bank presented for payment, whether drawn on the check or draft forms provided by

the Failed Bank or by the Assuming Institution, to the extent that the Deposit balances to the

credit of the respective makers or drawers assumed by the Assuming Institution under this

Agreement are sufficient to permit the payment thereof, and in all other respects to discharge, in

the usual course of conducting a banking business, the duties and obligations of the Failed Bank

with respect to the Deposit balances due and owing to the depositors of the Failed Bank assumed

by the Assuming Institution under this Agreement.

5.2 Certain Agreements Related to Deposits. Subject to Section 2.2, the Assuming

Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing

agreement or other similar agreement relating to a Deposit liability assumed by the Assuming

Institution pursuant to this Agreement.

5.3 Notice to Depositors.

(a) Within seven (7) days after Bank Closing, the Assuming Institution shall give (i)

notice to depositors of the Failed Bank of its assumption of the Deposit liabilities of the Failed

Bank, and (ii) any notice required under Section 2.2, by mailing to each such depositor a notice

with respect to such assumption and by advertising in a newspaper of general circulation in the

county or counties in which the Failed Bank was located. The Assuming Institution agrees that it

will obtain prior approval of all such notices and advertisements from counsel for the Receiver

and that such notices and advertisements shall not be mailed or published until such approval is

received.

(b) The Assuming Institution shall give notice by mail to depositors of the Failed

Bank concerning the procedures to claim their deposits, which notice shall be provided to the

Assuming Institution by the Receiver or the Corporation. Such notice shall be included with the

notice to depositors to be mailed by the Assuming Institution pursuant to Section 5.3(a).

by the Failed Bank before it establishes new deposit account relationships with the depositors of

the Failed Bank, the Assuming Institution shall give notice by mail of such changed fees to such

depositors.

ARTICLE VI

RECORDS

6.1 Transfer of Records.

(a) In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys

and delivers to the Assuming Institution, whether located on Bank Premises occupied or not

occupied by the Assuming Institution or at any other location, the following:

(i) all Records pertaining to the Deposit liabilities of the Failed Bank

assumed by the Assuming Institution under this Agreement, including, but not limited to, the

following:

(A) signature cards, orders, contracts between the Failed Bank and its

depositors and Records of similar character;

(B) passbooks of depositors held by the Failed Bank, deposit slips, cancelled

checks and withdrawal orders representing charges to accounts of depositors; and

(ii) all Records pertaining to the Assets, including, but not limited to, the

following:

(A) records of deposit balances carried with other banks, bankers or trust

companies;

(B) Loan and collateral records and Credit Files and other documents;

title pertaining to real estate or real estate mortgages;

(D) signature cards, agreements and records pertaining to Safe Deposit Boxes,

if any; and

(E) records pertaining to the credit card business, trust business or safekeeping

business of the Failed Bank, if any.

(b) The Receiver, at its option, may assign and transfer to the Assuming Institution by

a single blanket assignment or otherwise, as soon as practicable after Bank Closing, any other

Records not assigned and transferred to the Assuming Institution as provided in this Agreement,

whether located on Bank Premises occupied or not occupied by the Assuming Institution or at

any other location, including but not limited to loan disbursement checks, general ledger tickets,

official bank checks, proof transactions (including proof tapes) and paid out loan files.

6.2 Delivery of Assigned Records. The Receiver shall deliver to the Assuming

Institution all Records described in (i) Section 6.1(a) as soon as practicable on or after the date of

this Agreement, and (ii) Section 6.1(b) as soon as practicable after making any assignment

described therein.

6.3 Preservation of Records. The Assuming Institution agrees that it will preserve

and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Institution,

all Records of which it has custody for such period as either the Receiver or the Corporation in

its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation.

The Assuming Institution shall have the primary responsibility to respond to subpoenas,

discovery requests, and other similar official inquiries and customer requests for lien releases

with respect to the Records of which it has custody.

6.4 Access to Records; Copies. The Assuming Institution agrees to permit the

Receiver and the Corporation access to all Records of which the Assuming Institution has

custody, and to use, inspect, make extracts from or request copies of any such Records in the

manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the

Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account

relationships; provided, that in the event that the Failed Bank maintained one or more duplicate

copies of such microfilm or microfiche Records, the Assuming Institution hereby assigns,

transfers, and conveys to the Corporation one such duplicate copy of each such Record without

cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and

transferred to the Corporation under this Article VI as soon as practicable on or after the date of

this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard

accepted industry charges to the extent applicable, as determined by the Receiver) for providing

such duplicate Records. A copy of each Record requested shall be provided as soon as

practicable by the party having custody thereof.

ARTICLE VII

BID; INITIAL PAYMENT

The Assuming Institution has submitted to the Receiver a Deposit premium bid of

0.50% and an Asset premium (discount) bid of (15.9%) (the “Bid Amount”). The Deposit

premium bid will be applied to the total of all Assumed Deposits except for brokered, CDARS,

and any market place or similar subscription services Deposits. The Asset premium (discount)

bid will be applied to the purchase price of all Assets acquired. The First Loss Tranche bid is

0%. On the Payment Date, the Assuming Bank will pay to the Corporation, or the Corporation

will pay to the Assuming Bank, as the case may be, the Initial Payment, together with interest on

such amount (if the Payment Date is not the day following the day of the Bank Closing Date)

from and including the day following the Bank Closing Date to and including the day preceding

the Payment Date at the Settlement Interest Rate.

ARTICLE VIII

ADJUSTMENTS

8.1 Pro Forma Statement. The Receiver, as soon as practicable after Bank Closing,

in accordance with the best information then available, shall provide to the Assuming Institution

a pro forma statement reflecting any adjustments of such liabilities and assets as may be

necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities

and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively,

which at Bank Closing were carried in the Failed Bank’s suspense accounts, (ii) accruals as of

Bank Closing for all income related to the assets and business of the Failed Bank acquired by the

Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting

Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to

determine the Book Value of any investment in an Acquired Subsidiary and related accounts on

the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the equity method of

accounting, whether or not the Failed Bank used the equity method of accounting for

investments in subsidiaries, except that the resulting amount cannot be less than the Acquired

Subsidiary’s recorded equity as of Bank Closing as reflected on the Accounting Records of the

Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1

which the Failed Bank charged off during the period beginning the day after the Bid Valuation

Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the

pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

8.2 Correction of Errors and Omissions; Other Liabilities.

(a) In the event any bookkeeping omissions or errors are discovered in preparing any

pro forma statement or in completing the transfers and assumptions contemplated hereby, the

parties hereto agree to correct such errors and omissions, it being understood that, as far as

practicable, all adjustments will be made consistent with the judgments, methods, policies or

accounting principles utilized by the Failed Bank in preparing and maintaining Accounting

Records, except that adjustments made pursuant to this Section 8.2(a) are not intended to bring

the Accounting Records of the Failed Bank into accordance with generally accepted accounting

principles.

(b) If the Receiver discovers at any time subsequent to the date of this Agreement that

any claim exists against the Failed Bank which is of such a nature that it would have been

included in the liabilities assumed under Article II had the existence of such claim or the facts

giving rise thereto been known as of Bank Closing, the Receiver may, in its discretion, at any

time, require that such claim be assumed by the Assuming Institution in a manner consistent with

the intent of this Agreement. The Receiver will make appropriate adjustments to the pro forma

statement provided by the Receiver to the Assuming Institution pursuant to Section 8.1 as may

be necessary.

8.3 Payments. The Receiver agrees to cause to be paid to the Assuming Institution,

or the Assuming Institution agrees to pay to the Receiver, as the case may be, on the Settlement

Date, a payment in an amount which reflects net adjustments (including any costs, expenses and

fees associated with determinations of value as provided in this Agreement) made pursuant to

Section 8.1 or Section 8.2, plus interest as provided in Section 8.4. The Receiver and the

Assuming Institution agree to effect on the Settlement Date any further transfer of assets to or

assumption of liabilities or claims by the Assuming Institution as may be necessary in

accordance with Section 8.1 or Section 8.2.

8.4 Interest. Any amounts paid under Section 8.3 or Section 8.5, shall bear interest

for the period from and including the day following Bank Closing to and including the day

preceding the payment at the Settlement Interest Rate.

8.5 Subsequent Adjustments. In the event that the Assuming Institution or the

Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with

respect to the payment made under Section 8.3 after the Settlement Date, the Assuming

Institution and the Receiver agree to promptly correct any such errors or omissions, make any

payments and effect any transfers or assumptions as may be necessary to reflect any such

correction plus interest as provided in Section 8.4.

ARTICLE IX

CONTINUING COOPERATION

9.1 General Matters. The parties hereto agree that they will, in good faith and with

their best efforts, cooperate with each other to carry out the transactions contemplated by this

Agreement and to effect the purposes hereof.

9.2 Additional Title Documents. The Receiver, the Corporation and the Assuming

Institution each agree, at any time, and from time to time, upon the request of any party hereto, to

execute and deliver such additional instruments and documents of conveyance as shall be

reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the

property transferred pursuant to this Agreement or to be transferred in accordance herewith. The

Assuming Institution shall prepare such instruments and documents of conveyance (in form and

substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the

Assuming Institution. The Assuming Institution shall be responsible for recording such

instruments and documents of conveyance at its own expense.

9.3 Claims and Suits.

(a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim

or suit against the Assuming Institution with respect to which the Receiver has indemnified the

Assuming Institution in the same manner and to the same extent as provided in Article XII, and

(ii) defend or settle any claim or suit against the Assuming Institution with respect to any

Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or

related to this Agreement, or which existed against the Failed Bank on or before Bank Closing.

The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the

Assuming Institution with respect to any of its obligations under this Agreement.

(b) In the event any action at law or in equity shall be instituted by any Person against

the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank

retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the

request of the Corporation, to join with the Corporation in a petition to remove the action to the

United States District Court for the proper district. The Receiver agrees to institute, with or

without joinder of the Corporation as coplaintiff, any action with respect to any such retained or

acquired asset or any matter connected therewith whenever notice requiring such action shall be

given by the Corporation to the Receiver.

9.4 Payment of Deposits. In the event any depositor does not accept the obligation of

the Assuming Institution to pay any Deposit liability of the Failed Bank assumed by the

Assuming Institution pursuant to this Agreement and asserts a claim against the Receiver for all

or any portion of any such Deposit liability, the Assuming Institution agrees on demand to

provide to the Receiver funds sufficient to pay such claim in an amount not in excess of the

Deposit liability reflected on the books of the Assuming Institution at the time such claim is

made. Upon payment by the Assuming Institution to the Receiver of such amount, the Assuming

Institution shall be discharged from any further obligation under this Agreement to pay to any

such depositor the amount of such Deposit liability paid to the Receiver.

9.5 Withheld Payments. At any time, the Receiver or the Corporation may, in its

discretion, determine that all or any portion of any deposit balance assumed by the Assuming

Institution pursuant to this Agreement does not constitute a “Deposit” (or otherwise, in its

discretion, determine that it is the best interest of the Receiver or Corporation to withhold all or

any portion of any deposit), and may direct the Assuming Institution to withhold payment of all

or any portion of any such deposit balance. Upon such direction, the Assuming Institution agrees

to hold such deposit and not to make any payment of such deposit balance to or on behalf of the

depositor, or to itself, whether by way of transfer, set-off, or otherwise. The Assuming Institution

agrees to maintain the “withheld payment” status of any such deposit balance until directed in

writing by the Receiver or the Corporation as to its disposition. At the direction of the Receiver

or the Corporation, the Assuming Institution shall return all or any portion of such deposit

balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming

Institution shall be discharged from any further liability to such depositor with respect to such

returned deposit balance. If such deposit balance has been paid to the depositor prior to a demand

for return by the Corporation or the Receiver, and payment of such deposit balance had not been

previously withheld pursuant to this Section, the Assuming Institution shall not be obligated to

return such deposit balance to the Receiver or the Corporation. The Assuming Institution shall be

obligated to reimburse the Corporation or the Receiver, as the case may be, for the amount of

any deposit balance or portion thereof paid by the Assuming Institution in contravention of any

previous direction to withhold payment of such deposit balance or return such deposit balance

the payment of which was withheld pursuant to this Section.

9.6 Proceedings with Respect to Certain Assets and Liabilities.

(a) In connection with any investigation, proceeding or other matter with respect to

any asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank

acquired by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to

the extent reasonably required by the Receiver.

(b) In addition to its obligations under Section 6.4, the Assuming Institution shall

provide representatives of the Receiver access at reasonable times and locations without other

limitation or qualification to (i) its directors, officers, employees and agents and those of the

Subsidiaries acquired by the Assuming Institution, and (ii) its books and records, the books and

records of such Subsidiaries and all Credit Files, and copies thereof. Copies of books, records

and Credit Files shall be provided by the Assuming Institution as requested by the Receiver and

the costs of duplication thereof shall be borne by the Receiver.

of the notice of transfer of any Loan by the Assuming Institution to the Receiver pursuant to

Section 3.6, the Assuming Institution shall deliver to the Receiver such documents with respect

to such Loan as the Receiver may request, including without limitation the following: (i) all

related Credit Documents (other than certificates, notices and other ancillary documents), (ii) a

certificate setting forth the principal amount on the date of the transfer and the amount of

interest, fees and other charges then accrued and unpaid thereon, and any restrictions on transfer

to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche,

microfilm and computer records (including but not limited to magnetic tape, disc storage, card

forms and printed copy) maintained by, owned by, or in the possession of the Assuming

Institution or any Affiliate of the Assuming Institution relating to the transferred Loan.

9.7 Information. The Assuming Institution promptly shall provide to the Corporation

such other information, including financial statements and computations, relating to the

performance of the provisions of this Agreement as the Corporation or the Receiver may request

from time to time, and, at the request of the Receiver, make available employees of the Failed

Bank employed or retained by the Assuming Institution to assist in preparation of the pro forma

statement pursuant to Section 8.1.

ARTICLE X

CONDITION PRECEDENT

The obligations of the parties to this Agreement are subject to the Receiver and the

Corporation having received at or before Bank Closing evidence reasonably satisfactory to each

of any necessary approval, waiver, or other action by any governmental authority, the board of

directors of the Assuming Institution, or other third party, with respect to this Agreement and the

transactions contemplated hereby, the closing of the Failed Bank and the appointment of the

Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or

proceedings contemplated hereby or thereby.

ARTICLE XI

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION

The Assuming Institution represents and warrants to the Corporation and the Receiver as

follows:

(a) Corporate Existence and Authority. The Assuming Institution (i) is duly

organized, validly existing and in good standing under the laws of its Chartering Authority and

has full power and authority to own and operate its properties and to conduct its business as now

conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and

to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate

action to authorize the execution, delivery and performance of this Agreement and the

performance of the transactions contemplated hereby.

(b) Third Party Consents. No governmental authority or other third party consents

(including but not limited to approvals, licenses, registrations or declarations) are required in

connection with the execution, delivery or performance by the Assuming Institution of this

Agreement, other than such consents as have been duly obtained and are in full force and effect.

delivered by the Assuming Institution and when this Agreement has been duly authorized,

executed and delivered by the Corporation and the Receiver, this Agreement will constitute the

legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with

its terms.

(d) Compliance with Law.

(i) Neither the Assuming Institution nor any of its Subsidiaries is in violation

of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by,

the United States of America, any State, municipality or other political subdivision or any agency

of any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming

Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government

or agency thereof having such jurisdiction, with respect to the conduct of the business of the

Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the

Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate

with all other such violations, would materially and adversely affect the business, operations or

condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming

Institution to perform, satisfy or observe any obligation or condition under this Agreement.

(ii) Neither the execution and delivery nor the performance by the Assuming

Institution of this Agreement will result in any violation by the Assuming Institution of, or be in

conflict with, any provision of any applicable law or regulation, or any order, writ or decree of

any court or governmental authority.

e) Representations Remain True. The Assuming Institution represents and

warrants that it has executed and delivered to the Corporation a Purchaser Eligibility

Certification and Confidentiality Agreement and that all information provided and

representations made by or on behalf of the Assuming Institution in connection with this

Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser

Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby)

are and remain true and correct in all material respects and do not fail to state any fact required to

make the information contained therein not misleading.

ARTICLE XII

INDEMNIFICATION

12.1 Indemnification of Indemnitees. From and after Bank Closing and subject to

the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with

Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any

and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the

assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments,

fines and amounts paid in settlement actually and reasonably incurred in connection with claims

against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the

Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the

Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which

indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as

provided in (b) of this Section 12.1:

(a)

(1) claims based on the rights of any shareholder or former shareholder as such of

(x) the Failed Bank, or (y) any Subsidiary or Affiliate of the Failed Bank;

(2) claims based on the rights of any creditor as such of the Failed Bank, or any

creditor as such of any director, officer, employee or agent of the Failed Bank, with respect to

any indebtedness or other obligation of the Failed Bank arising prior to Bank Closing;

(3) claims based on the rights of any present or former director, officer, employee

or agent as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank;

(4) claims based on any action or inaction prior to Bank Closing of the Failed

Bank, its directors, officers, employees or agents as such, or any Subsidiary or Affiliate of the

Failed Bank, or the directors, officers, employees or agents as such of such Subsidiary or

Affiliate;

(5) claims based on any malfeasance, misfeasance or nonfeasance of the Failed

Bank, its directors, officers, employees or agents with respect to the trust business of the Failed

Bank, if any;

(6) claims based on any failure or alleged failure (not in violation of law) by the

Assuming Institution to continue to perform any service or activity previously performed by the

Failed Bank which the Assuming Institution is not required to perform pursuant to this

Agreement or which arise under any contract to which the Failed Bank was a party which the

Assuming Institution elected not to assume in accordance with this Agreement and which neither

the Assuming Institution nor any Subsidiary or Affiliate of the Assuming Institution has assumed

subsequent to the execution hereof;

(7) claims arising from any action or inaction of any Indemnitee, including for

purposes of this Section 12.1(a)(7) the former officers or employees of the Failed Bank or of any

Subsidiary or Affiliate of the Failed Bank that is taken upon the specific written direction of the

Corporation or the Receiver, other than any action or inaction taken in a manner constituting bad

faith, gross negligence or willful misconduct; and

(8) claims based on the rights of any depositor of the Failed Bank whose deposit

has been accorded “withheld payment” status and/or returned to the Receiver or Corporation in

accordance with Section 9.5 and/or has become an “unclaimed deposit” or has been returned to

the Corporation or the Receiver in accordance with Section 2.3;

(b) provided, that, with respect to this Agreement, except for paragraphs (7) and (8)

of Section 12.1(a), no indemnification will be provided under this Agreement for any:

(1) judgment or fine against, or any amount paid in settlement (without the written

approval of the Receiver) by, any Indemnitee in connection with any action that seeks damages

against any Indemnitee (a “counterclaim”) arising with respect to any Asset and based on any

action or inaction of either the Failed Bank, its directors, officers, employees or agents as such

prior to Bank Closing, unless any such judgment, fine or amount paid in settlement exceeds the

greater of (i) the Repurchase Price of such Asset, or (ii) the monetary recovery sought on such

Asset by the Assuming Institution in the cause of action from which the counterclaim arises; and

in such event the Receiver will provide indemnification only in the amount of such excess; and

no indemnification will be provided for any costs or expenses other than any costs or expenses

(including attorneys’ fees) which, in the determination of the Receiver, have been actually and

reasonably incurred by such Indemnitee in connection with the defense of any such

counterclaim; and it is expressly agreed that the Receiver reserves the right to intervene, in its

discretion, on its behalf and/or on behalf of the Receiver, in the defense of any such

counterclaim;

(2) claims with respect to any liability or obligation of the Failed Bank that is

expressly assumed by the Assuming Institution pursuant to this Agreement or subsequent to the

execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming

Institution;

(3) claims with respect to any liability of the Failed Bank to any present or former

employee as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank, which

liability is expressly assumed by the Assuming Institution pursuant to this Agreement or

subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of

the Assuming Institution;

(4) claims based on the failure of any Indemnitee to seek recovery of damages

from the Receiver for any claims based upon any action or inaction of the Failed Bank, its

directors, officers, employees or agents as fiduciary, agent or custodian prior to Bank Closing;

(5) claims based on any violation or alleged violation by any Indemnitee of the

antitrust, branching, banking or bank holding company or securities laws of the United States of

America or any State thereof;

(6) claims based on the rights of any present or former creditor, customer, or

supplier as such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming

Institution;

(7) claims based on the rights of any present or former shareholder as such of the

Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution regardless of

whether any such present or former shareholder is also a present or former shareholder of the

Failed Bank;

(8) claims, if the Receiver determines that the effect of providing such

indemnification would be to (i) expand or alter the provisions of any warranty or disclaimer

thereof provided in Section 3.3 or any other provision of this Agreement, or (ii) create any

warranty not expressly provided under this Agreement;

(9) claims which could have been enforced against any Indemnitee had the

Assuming Institution not entered into this Agreement;

(10) claims based on any liability for taxes or fees assessed with respect to the

consummation of the transactions contemplated by this Agreement, including without limitation

any subsequent transfer of any Assets or Liabilities Assumed to any Subsidiary or Affiliate of the

Assuming Institution;

(11) except as expressly provided in this Article XII, claims based on any action

or inaction of any Indemnitee, and nothing in this Agreement shall be construed to provide

indemnification for (i) the Failed Bank, (ii) any Subsidiary or Affiliate of the Failed Bank, or (iii)

any present or former director, officer, employee or agent of the Failed Bank or its Subsidiaries

or Affiliates; provided, that the Receiver, in its discretion, may provide indemnification

hereunder for any present or former director, officer, employee or agent of the Failed Bank or its

Subsidiaries or Affiliates who is also or becomes a director, officer, employee or agent of the

Assuming Institution or its Subsidiaries or Affiliates;

(12) claims or actions which constitute a breach by the Assuming Institution of

the representations and warranties contained in Article XI;

(13) claims arising out of or relating to the condition of or generated by an Asset

arising from or relating to the presence, storage or release of any hazardous or toxic substance, or

any pollutant or contaminant, or condition of such Asset which violate any applicable Federal,

State or local law or regulation concerning environmental protection; and

(14) claims based on, related to or arising from any asset, including a loan,

acquired or liability assumed by the Assuming Institution, other than pursuant to this Agreement.

12.2 Conditions Precedent to Indemnification. It shall be a condition precedent to

the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such

Person shall, with respect to any claim made or threatened against such Person for which such

Person is or may be entitled to indemnification hereunder:

(a) give written notice to the Regional Counsel (Litigation Branch) of the

Corporation in the manner and at the address provided in Section 13.7 of such claim as soon as

practicable after such claim is made or threatened; provided, that notice must be given on or

before the date which is six (6) years from the date of this Agreement;

(b) provide to the Receiver such information and cooperation with respect to such

claim as the Receiver may reasonably require;

and protect any defense to such claim;

(d) in the event suit is brought with respect to such claim, upon reasonable prior

notice, afford to the Receiver the right, which the Receiver may exercise in its sole discretion, to

conduct the investigation, control the defense and effect settlement of such claim, including

without limitation the right to designate counsel and to control all negotiations, litigation,

arbitration, settlements, compromises and appeals of any such claim, all of which shall be at the

expense of the Receiver; provided, that the Receiver shall have notified the Person claiming

indemnification in writing that such claim is a claim with respect to which the Person claiming

indemnification is entitled to indemnification under this Article XII;

(e) not incur any costs or expenses in connection with any response or suit with

respect to such claim, unless such costs or expenses were incurred upon the written direction of

the Receiver; provided, that the Receiver shall not be obligated to reimburse the amount of any

such costs or expenses unless such costs or expenses were incurred upon the written direction of

the Receiver;

(f) not release or settle such claim or make any payment or admission with respect

thereto, unless the Receiver consents in writing thereto, which consent shall not be unreasonably

withheld; provided, that the Receiver shall not be obligated to reimburse the amount of any such

settlement or payment unless such settlement or payment was effected upon the written direction

of the Receiver; and

(g) take reasonable action as the Receiver may request in writing as necessary to

preserve, protect or enforce the rights of the indemnified Person against any Primary Indemnitor.

12.3 No Additional Warranty. Nothing in this Article XII shall be construed or

deemed to (i) expand or otherwise alter any warranty or disclaimer thereof provided under

Section 3.3 or any other provision of this Agreement with respect to, among other matters, the

title, value, collectibility, genuineness, enforceability or condition of any (x) Asset, or (y) asset

of the Failed Bank purchased by the Assuming Institution subsequent to the execution of this

Agreement by the Assuming Institution or any Subsidiary or Affiliate of the Assuming

Institution, or (ii) create any warranty not expressly provided under this Agreement with respect

thereto.

12.4 Indemnification of Receiver and Corporation. From and after Bank Closing,

the Assuming Institution agrees to indemnify and hold harmless the Corporation and the

Receiver and their respective directors, officers, employees and agents from and against any and

all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred in connection with any of the following:

(a) claims based on any and all liabilities or obligations of the Failed Bank assumed

by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by

the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or

not any such liabilities subsequently are sold and/or transferred, other than any claim based upon

any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a);

and

(b) claims based on any act or omission of any Indemnitee (including but not limited

to claims of any Person claiming any right or title by or through the Assuming Institution with

respect to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action

or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a).

12.5 Obligations Supplemental. The obligations of the Receiver, and the Corporation

as guarantor in accordance with Section 12.7, to provide indemnification under this Article XII

are to supplement any amount payable by any Primary Indemnitor to the Person indemnified

under this Article XII. Consistent with that intent, the Receiver agrees only to make payments

pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the

aggregate amount of payments by the Receiver, or the Corporation as guarantor in accordance

with Section 12.7, and all Primary Indemnitors with respect to any item of indemnification under

this Article XII exceeds the amount payable with respect to such item, such Person being

indemnified shall notify the Receiver thereof and, upon the request of the Receiver, shall

promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver’s (or

Corporation’s) payments to the extent of such excess.

12.6 Criminal Claims. Notwithstanding any provision of this Article XII to the

contrary, in the event that any Person being indemnified under this Article XII shall become

involved in any criminal action, suit or proceeding, whether judicial, administrative or

investigative, the Receiver shall have no obligation hereunder to indemnify such Person for

liability with respect to any criminal act or to the extent any costs or expenses are attributable to

the defense against the allegation of any criminal act, unless (i) the Person is successful on the

merits or otherwise in the defense against any such action, suit or proceeding, or (ii) such action,

suit or proceeding is terminated without the imposition of liability on such Person.

12.7 Limited Guaranty of the Corporation. The Corporation hereby guarantees

performance of the Receiver’s obligation to indemnify the Assuming Institution as set forth in

this Article XII. It is a condition to the Corporation’s obligation hereunder that the Assuming

Institution shall comply in all respects with the applicable provisions of this Article XII. The

Corporation shall be liable hereunder only for such amounts, if any, as the Receiver is obligated

to pay under the terms of this Article XII but shall fail to pay. Except as otherwise provided

above in this Section 12.7, nothing in this Article XII is intended or shall be construed to create

any liability or obligation on the part of the Corporation, the United States of America or any

department or agency thereof under or with respect to this Article XII, or any provision hereof, it

being the intention of the parties hereto that the obligations undertaken by the Receiver under

this Article XII are the sole and exclusive responsibility of the Receiver and no other Person or

entity.

12.8 Subrogation. Upon payment by the Receiver, or the Corporation as guarantor in

accordance with Section 12.7, to any Indemnitee for any claims indemnified by the Receiver

under this Article XII, the Receiver, or the Corporation as appropriate, shall become subrogated

to all rights of the Indemnitee against any other Person to the extent of such payment.

ARTICLE XIII

MISCELLANEOUS

13.1 Entire Agreement. This Agreement, the Single Family Shared-Loss Agreement,

and the Commercial Shared-Loss Agreement, including the Schedules and Exhibits thereto,

embodies the entire agreement of the parties hereto in relation to the subject matter herein and

supersedes all prior understandings or agreements, oral or written, between the parties.

13.2 Headings. The headings and subheadings of the Table of Contents, Articles and

Sections contained in this Agreement, except the terms identified for definition in Article I and

elsewhere in this Agreement, are inserted for convenience only and shall not affect the meaning

or interpretation of this Agreement or any provision hereof.

13.3 Counterparts. This Agreement may be executed in any number of counterparts

and by the duly authorized representative of a different party hereto on separate counterparts,

each of which when so executed shall be deemed to be an original and all of which when taken

together shall constitute one and the same Agreement.

13.4 GOVERNING LAW. THIS AGREEMENT, THE SINGLE FAMILY SHAREDLOSS

AGREEMENT, AND THE COMMERCIAL SHARED-LOSS AGREEMENT AND THE

RIGHTS AND OBLIGATIONS HEREUNDER AND THEREUNDER SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF

THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING

FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE

MAIN OFFICE OF THE FAILED BANK IS LOCATED.

13.5 Successors. All terms and conditions of this Agreement shall be binding on the

successors and assigns of the Receiver, the Corporation and the Assuming Institution. Except as

otherwise specifically provided in this Agreement, nothing expressed or referred to in this

Agreement is intended or shall be construed to give any Person other than the Receiver, the

Corporation and the Assuming Institution any legal or equitable right, remedy or claim under or

with respect to this Agreement or any provisions contained herein, it being the intention of the

parties hereto that this Agreement, the obligations and statements of responsibilities hereunder,

and all other conditions and provisions hereof are for the sole and exclusive benefit of the

Receiver, the Corporation and the Assuming Institution and for the benefit of no other Person.

13.6 Modification; Assignment. No amendment or other modification, rescission,

release, or assignment of any part of this Agreement, the Single Family Shared-Loss Agreement,

and the Commercial Shared-Loss Agreement shall be effective except pursuant to a written

agreement subscribed by the duly authorized representatives of the parties hereto.

13.7 Notice. Any notice, request, demand, consent, approval or other communication

to any party hereto shall be effective when received and shall be given in writing, and delivered

in person against receipt therefore, or sent by certified mail, postage prepaid, courier service,

telex, facsimile transmission or email to such party (with copies as indicated below) at its address

set forth below or at such other address as it shall hereafter furnish in writing to the other parties.

All such notices and other communications shall be deemed given on the date received by the

addressee.

Assuming Institution

East West Bank

135 North Los Robles Ave., 7th Floor

Pasadena, CA 91101

Attention: Irene Oh, Executive Vice President & Chief Financial Officer

with a copy to: Julia Gouw

Receiver and Corporation

Federal Deposit Insurance Corporation,

Receiver of Washington First International Bank

1601 Bryan Street, Suite 1700

Dallas, Texas 75201

Attention: Settlement Manager

and with respect to notice under Article XII:

Federal Deposit Insurance Corporation

Receiver of Washington First International Bank

40 Pacifica, 4th Floor

Irvine, CA 92618

Attention: Managing Counsel

13.8 Manner of Payment. All payments due under this Agreement shall be in lawful

money of the United States of America in immediately available funds as each party hereto may

specify to the other parties; provided, that in the event the Receiver or the Corporation is

obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment

may be made by check.

13.9 Costs, Fees and Expenses. Except as otherwise specifically provided herein,

each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection

with or incidental to the matters contained in this Agreement, including without limitation any

fees and disbursements to its accountants and counsel; provided, that the Assuming Institution

shall pay all fees, costs and expenses (other than attorneys’ fees incurred by the Receiver)

incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in

accordance herewith.

13.10 Waiver. Each of the Receiver, the Corporation and the Assuming Institution may

waive its respective rights, powers or privileges under this Agreement; provided, that such

waiver shall be in writing; and further provided, that no failure or delay on the part of the

Receiver, the Corporation or the Assuming Institution to exercise any right, power or privilege

under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of

any right, power or privilege under this Agreement preclude any other or further exercise thereof

or the exercise of any other right, power or privilege by the Receiver, the Corporation, or the

Assuming Institution under this Agreement, nor will any such waiver operate or be construed as

a future waiver of such right, power or privilege under this Agreement.

13.11 Severability. If any provision of this Agreement is declared invalid or

unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement

shall remain in full force and effect and shall be binding upon the parties hereto.

13.12 Term of Agreement. This Agreement shall continue in full force and effect until

the tenth (10th) anniversary of Bank Closing; provided, that the provisions of Section 6.3 and 6.4

shall survive the expiration of the term of this Agreement; and provided further, that the

receivership of the Failed Bank may be terminated prior to the expiration of the term of this

Agreement, and in such event, the guaranty of the Corporation, as provided in and in accordance

with the provisions of Section 12.7 shall be in effect for the remainder of the term of this

Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of any

party with respect to any (i) amount which is owing at the time of such expiration, regardless of

when such amount becomes payable, and (ii) breach of this Agreement occurring prior to such

expiration, regardless of when such breach is discovered.

13.13 Survival of Covenants, Etc. The covenants, representations, and warranties in

this Agreement shall survive the execution of this Agreement and the consummation of the

transactions contemplated hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF WASHINGTON FIRST

INTERNATIONAL BANK

SEATTLE, WASHINGTON

BY: /s/ Richard A. Herrin

NAME: Richard A. Herrin

TITLE: Receiver in Charge

Attest:

FEDERAL DEPOSIT INSURANCE CORPORATION

BY: /s/ Richard A. Herrin

NAME: Richard A. Herrin

TITLE: Attorney in Fact

Attest:

EAST WEST BANK

BY: /s/ Irene Oh

NAME: Irene Oh

TITLE: Executive Vice President & Chief Financial Officer

Attest: