AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated as of

March 31, 2008

Among

AIRNET SYSTEMS, INC.,

AIRNET HOLDINGS, INC.

And

AIRNET ACQUISITION, INC.

TABLE OF CONTENTS

		Page
ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME			1
Section 1.1 The Merger			1
Section 1.2 Closing			1
Section 1.3 Effective Time			1
Section 1.4 Articles of Incorporation			2
Section 1.5 Code of Regulations			2
Section 1.6 Directors and Officers			2
Section 1.7 Purchase of Common Shares			2
ARTICLE II EFFECT OF THE MERGER ON OUTSTANDING SECURITIES; EXCHANGE OF CERTIFICATES			2
Section 2.1 Effect on Outstanding Securities			2
Section 2.2 Surrender and Payment			4
Section 2.3 Adjustment of Per Share Price			5
Section 2.4 Stock Options			6
Section 2.5 Withholding Rights			6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			7
Section 3.1 Qualification, Organization, Subsidiaries, etc.			7
Section 3.2 Capital Stock			8
Section 3.3 Corporate Authority Relative to This Agreement; No Violation			10
Section 3.4 Reports and Financial Statements			11
Section 3.5 Internal Controls and Procedures			12
Section 3.6 No Undisclosed Liabilities			13
Section 3.7 Compliance with Law; Permits			13
Section 3.8 Environmental Laws and Regulations			13
Section 3.9 Employee Benefit Plans			14
Section 3.10 Absence of Certain Changes or Events			17
Section 3.11 Investigations; Litigation			17
Section 3.12 Proxy Statement; Other Information			17
Section 3.13 Taxes			18
Section 3.14 Labor Matters			20
Section 3.15 Intellectual Property			21
Section 3.16 Properties and Assets			21
Section 3.17 Opinion of Financial Advisor			23
Section 3.18 Required Vote of the Company Shareholders			23
Section 3.19 Takeover Statutes			23
Section 3.20 Material Contracts			24
Section 3.21 Finders or Brokers			25
Section 3.22 Insurance			25
Section 3.23 Related Party Transactions			25
Section 3.24 Customers			26

		Page
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB			26
Section 4.1 Qualification; Organization, Subsidiaries, etc.			26
Section 4.2 Corporate Authority Relative to This Agreement; No Violation			26
Section 4.3 Investigations; Litigation			27
Section 4.4 Proxy Statement; Other Information			28
Section 4.5 Financing			28
Section 4.6 Capitalization of Merger Sub			28
Section 4.7 Ownership of Common Shares			28
Section 4.8 Finders or Brokers			28
ARTICLE V COVENANTS			28
Section 5.1 Conduct of the Business			28
Section 5.2 Investigation			33
Section 5.3 No Solicitation			33
Section 5.4 Filings; Other Actions			37
Section 5.5 Stock Options and Other Share-Based Awards			38
Section 5.6 Reasonable Best Efforts			39
Section 5.7 Takeover Statute			40
Section 5.8 Public Announcements			40
Section 5.9 Indemnification and Insurance			40
Section 5.10 Notification of Certain Matters			41
Section 5.11 Control of Operations			41
ARTICLE VI CONDITIONS TO THE MERGER			42
Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger			42
Section 6.2 Conditions to Obligation of the Company to Effect the Merger			42
Section 6.3 Conditions to Obligations of Parent and Merger Sub to Effect the Merger			43
Section 6.4 Frustration of Closing Conditions			44
ARTICLE VII TERMINATION			44
Section 7.1 Termination and Abandonment			44
Section 7.2 Effect of Termination			46
ARTICLE VIII MISCELLANEOUS			47
Section 8.1 Survival			47
Section 8.2 Expenses			47
Section 8.3 Notices			47
Section 8.4 Amendments			48
Section 8.5 Waiver of Conditions			48
Section 8.6 Assignment			48
Section 8.7 Governing Law			49
Section 8.8 Entire Agreement			49
Section 8.9 No Third Party Beneficiaries			49

		Page
Section 8.10 Severability			49
Section 8.11 Interpretation			49
Section 8.12 Counterparts			49
Section 8.13 Definitions			49

INDEX OF DEFINED TERMS

		Page
Acquisition Agreement			35
Acquisition Proposal			34
affiliates			49
Agreement			1
Aircraft Liens			10
Alternative Acquisition			36
Articles			2
business day			50
Certificate of Merger			1
Certificates			3
Change of Recommendation			35
Closing			1
Closing Date			1
Common Shares			3
Company			1
Company Agreements			11
Company Approvals			11
Company Articles			8
Company Benefit Plans			15
Company Disclosure Schedule			7
Company End Date			44
Company Material Adverse Effect			7
Company Material Contracts			24
Company Meeting			37
Company Permits			13
Company Preferred Shares			8
Company Recommendation			11
Company Regulations			8
Company SEC Documents			12
Company Share Plans			8
Company Share-Based Award			38
Company Shareholder Approval			23
Company Stock Option			6
Company Superior Proposal			36
control			49
Depositary			4
Dissenting Shares			3
Draft 10-K			7
Effective Time			2
Environmental Law			14
ERISA			15
ERISA Affiliate			15
Exchange Act			11

INDEX OF DEFINED TERMS (cont.)

		Page
Excluded Shares			3
GAAP			8
Governmental Entity			11
Hazardous Substance			14
Indemnified Party			40
Intellectual Property			21
knowledge			50
Law			13
Leased Real Property			22
Lien			10
Merger			1
Merger Consideration			3
Merger Sub			1
Merger Sub Approvals			27
Merger Sub Disclosure Schedule			26
Merger Sub Material Adverse Effect			26
OGCL			1
Option and Share-Based Consideration			38
Option Consideration			6
Owned Real Property			22
Parent			1
Parent End Date			44
Parent Expenses			46
Payment Fund			4
Per Share Price			3
Permitted Lien			10
Potential Superior Proposal			34
Proxy Statement			17
Real Property			22
Real Property Leases			22
Real Property Subleases			23
Registered IP			21
Regulations			2
Representatives			33
Sarbanes-Oxley Act			12
SEC			11
Subscription Agreement			2
Subsidiaries			49
Surviving Corporation			1
Tax			19
Tax Return			20
Taxable			19
Taxes			19

INDEX OF DEFINED TERMS (cont.)

		Page
Taxing Authority			20
Termination Date			28
Termination Fee			46
Voting Company Debt			10
WARN Act			21

      AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is entered into as of March 31, 2008, by and among AirNet Systems, Inc., an Ohio corporation (the “ Company ”), AirNet Holdings, Inc., a Delaware corporation (the “ Parent ”), and AirNet Acquisition, Inc., an Ohio corporation and a wholly owned subsidiary of the Parent (the “ Merger Sub ”).

RECITALS

     WHEREAS, the respective Boards of Directors of the Company and the Merger Sub have determined that the merger of the Merger Sub with and into the Company, with the Company being the surviving corporation (the “ Merger ”), upon the terms and subject to the conditions set forth in this Agreement, would be advisable and in the best interests of their respective companies and their shareholders, and have approved this Agreement and the Merger;

     WHEREAS, the Board of Directors of the Parent has approved this Agreement and the Merger;

     WHEREAS, the Board of Directors of the Company has resolved to recommend that the Company’s shareholders adopt this Agreement and approve the Merger; and

     WHEREAS, the Company, the Parent and the Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger.

     NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

     Section 1.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Ohio (the " OGCL ”), at the Effective Time (as defined herein), the Merger Sub shall be merged with and into the Company. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “ Surviving Corporation ”) and shall continue to be governed by the OGCL. The Merger shall have the effects specified in the OGCL.

     Section 1.2 Closing . The closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m. on a date and at a place to be specified by the parties, which date shall be no later than five (5) business days after the satisfaction or (to the extent permitted by Law (as defined herein)) waiver of all conditions to the obligations of the parties to consummate the transaction contemplated hereby (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) in accordance with this Agreement (the “ Closing Date ”).

     Section 1.3 Effective Time . At the Closing, the Company and the Merger Sub shall cause a Certificate of Merger (the “ Certificate of Merger ”) to be executed and filed with the Secretary of State of the State of Ohio as provided in the OGCL. The Merger shall become

effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Ohio or at such later time as is specified in the Certificate of Merger (the “ Effective Time ”). Without limiting the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of the Merger Sub and the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Merger Sub and the Company shall become the debts, liabilities and duties of the Surviving Corporation. The Surviving Corporation may, at any time after the Effective Time, take any action in the name of and on behalf of either the Company or the Merger Sub that is reasonably necessary in order to carry out and effectuate the Merger consistent with the provisions of this Agreement.

     Section 1.4 Articles of Incorporation . The articles of incorporation of the Surviving Corporation (the “ Articles ”) in effect at the Effective Time shall, by virtue of the Merger, be amended and restated in their entirety to read as the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the corporation set forth in the articles of incorporation of the Surviving Corporation shall not be changed.

     Section 1.5 Code of Regulations . The code of regulations of the Merger Sub in effect at the Effective Time shall, from and after the Effective Time, be the code of regulations of the Surviving Corporation (the “ Regulations ”), until thereafter amended as provided therein and in accordance with applicable Law.

     Section 1.6 Directors and Officers . The directors and officers of the Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles, the Regulations and applicable Law.

     Section 1.7 Purchase of Common Shares . Concurrently with the execution and delivery of this Agreement, the Company is selling to the Parent, and the Parent is purchasing from the Company, 1,934,137 Common Shares at a price of $2.81 per Common Share pursuant to that certain Subscription Agreement dated as of the date hereof between the Company and Parent (the " Subscription Agreement ”). In addition, the Parent and the Company are also entering into that certain Registration Rights Agreement dated as of the date hereof pursuant to which the Company will grant to the Parent certain registration rights in respect of the Common Shares acquired by Purchaser pursuant to the Subscription Agreement.

ARTICLE II

EFFECT OF THE MERGER ON OUTSTANDING SECURITIES;
EXCHANGE OF CERTIFICATES

     Section 2.1 Effect on Outstanding Securities . At the Effective Time, as a result of the Merger and without any action on the part of the Company, the Parent, the Merger Sub or any holder of any capital stock of the Company:

          (a)  Merger Consideration .

     (i) Each common share, par value $0.01 per share, of the Company (the “ Common Shares ”) issued and outstanding immediately prior to the Effective Time, except any Common Shares owned directly or indirectly by the Parent or the Company or any of their respective Subsidiaries (the “ Excluded Shares ”) and any Dissenting Shares, shall be converted into and represent the right to receive $2.81 in cash, subject to adjustment as provided in Section 2.3 (the “ Per Share Price ”).

     (ii) All of the Common Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and the certificates (the “ Certificates ”) formerly representing Common Shares (other than the Excluded Shares and the Dissenting Shares) shall be converted into and represent the right to receive the Per Share Price (without interest) multiplied by the number of Common Shares formerly represented by such Certificate (the “ Merger Consideration ”).

     (iii) Each outstanding Company Stock Option shall be canceled or exercised in accordance with Section 2.4.

          (b)  Cancellation of Excluded Shares . Each Excluded Share issued and outstanding immediately prior to the Effective Time shall cease to be outstanding, shall be canceled and retired without payment of any consideration therefore and shall cease to exist.

          (c)  Treatment of Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, Common Shares outstanding immediately prior to the Effective Time and held by a shareholder who has not voted in favor of the Merger or consented thereto in writing and who is entitled to and has properly demanded payment of the fair cash value of such Common Shares pursuant to, and who has complied in all respects with, the OGCL (“ Dissenting Shares ”) shall not be converted into the right to receive the Merger Consideration, unless such shareholder fails to perfect or withdraws or otherwise loses such shareholder’s right to appraisal. If after the Effective Time such shareholder fails to perfect or withdraws or otherwise loses such shareholder’s right to appraisal, such Common Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration. The Company shall give the Parent and the Merger Sub prompt notice of any demands received by the Company for appraisal of Common Shares, any withdrawal of demand for appraisal and any other communication received by the Company in connection with the provisions of the OGCL relating to appraisal rights, and the Parent shall have the right to participate in and direct all negotiations, discussions and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Parent, make, except as otherwise required under applicable Law, any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

          (d)  The Merger Sub . Each common share, $0.001 par value, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive one common share, $0.001 par value, of the Surviving Corporation.

The stated capital of the common shares of the Surviving Corporation shall be an amount equal to the par value of each common share issued upon conversion of the common shares of the Merger Sub.

          (e)  Parent . Each common share, $0.001 par value, of Parent issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding common share of Parent and shall not be affected by the Merger.

          Section 2.2 Surrender and Payment .

          (a)  Depositary . Prior to the Effective Time, the Parent or the Merger Sub shall designate a bank or trust company (the “ Depositary ”) to act as agent for the shareholders in connection with the Merger and to receive and distribute the Payment Fund (as defined below). Immediately prior to the Effective Time, the Merger Sub shall deposit with the Depositary cash in an aggregate amount equal to the product of (i) the number of Common Shares issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Dissenting Shares), multiplied by (ii) the Per Share Price (the “ Payment Fund ”). The Depositary shall cause the Payment Fund to be (x) held for the benefit of the holders of Common Shares and (y) promptly applied to making the payments provided for in Section 2.1(a). The Payment Fund shall not be used for any purpose that is not provided for herein.

          (b)  Exchange Procedures . As soon as reasonably practicable after the Effective Time, the Parent or the Surviving Corporation shall cause the Depositary to mail to each holder of record of outstanding Common Shares (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Depositary and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Depositary, together with a letter of transmittal, duly executed, and such other documents as may reasonably be required by the Depositary, the Depositary shall pay the holder of such Certificate the Merger Consideration in respect of such Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. If any portion of the Merger Consideration is to be paid to a person other than the registered holder of the Common Shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Depositary any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Common Shares or establish to the satisfaction of the Depositary that such tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.2(b), each Certificate (other than Certificates representing Excluded Shares or Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration, without interest, upon such surrender. For the avoidance of doubt, no interest will be payable on the Merger Consideration, and no interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

          (c)  No Further Ownership Rights in Common Shares . All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Shares previously represented by such Certificates. After the close of business on the Closing Date, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Depositary for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by Law.

          (d)  Unclaimed Funds . Any portion of the Payment Fund made available to the Depositary pursuant to Section 2.2(a) that remains unclaimed by holders of the Certificates for six (6) months after the Effective Time shall be delivered to the Surviving Corporation, and any holders of Certificates who have not previously complied with this Article II shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration.

          (e)  No Liability . None of the Parent, the Merger Sub, the Company or the Depositary shall be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate has not been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

          (f)  Investment of Funds . The Payment Fund shall be invested by the Depositary in accordance with the instructions of the Parent or the Merger Sub, and all earnings thereon shall inure to the benefit of the Parent and the Merger Sub.

          (g)  Lost Certificates . In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Parent, the posting of a bond or the granting of an indemnity reasonably satisfactory to the Parent against any claim that may be made against it, the Surviving Corporation or the Depositary with respect to such Certificate, the Depositary will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration with respect to such Certificate, to which such person is entitled pursuant hereto.

     Section 2.3 Adjustment of Per Share Price . In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Common Shares (or securities convertible or exchangeable into or exercisable for Common Shares issued and outstanding prior to the Effective Time) shall have been changed into a different number of shares or a different class solely as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, then the Per Share Price shall be appropriately adjusted to reflect such event.

     Section 2.4 Stock Options .

          (a) At the Effective Time, each option to purchase Common Shares (each, a “ Company Stock Option ”) granted under the Company Share Plans or outside the Company Share Plans (whether or not vested or exercisable) that is outstanding immediately prior to the Effective Time shall be canceled and shall only entitle the holder of such Company Stock Option to receive, as soon as reasonably practicable after the Effective Time, without interest, a cash payment equal to (i) the excess, if any, of (A) the Per Share Price over (B) the exercise price per Common Share subject to such Company Stock Option, multiplied by (ii) the number of Common Shares for which such Company Stock Option shall not theretofor have been exercised, with the aggregate amount of such payment rounded to the nearest cent (the aggregate amount of such cash amounts hereinafter referred to as the “ Option Consideration ”) less such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Law relating to Taxes with respect to the making of such payment. Upon surrender to the Surviving Corporation of Company Stock Options and/or such other documents as may reasonably be requested by the Surviving Corporation, the Parent hereby agrees to cause the Surviving Corporation to promptly deliver to the registered holders of such Company Stock Options (as indicated in the records of the Company) such cash payment.

          (b) At or prior to the date hereof, the Board of Directors of the Company (or, if appropriate, any committee administering the Stock Plans) shall adopt such resolutions or take such other actions as are required by Parent to (i) give effect to the transactions contemplated by this Section 2.4, and (ii) terminate the Stock Plans as of the Effective Time and ensure that after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver Common Shares or other capital stock of the Company, Parent, the Surviving Corporation or any of their respective affiliates to any person pursuant to or in settlement of Company Stock Options.

          (c) As soon as practicable following the execution of this Agreement, the Company shall mail to each person who is a holder of Company Stock Options a letter approved in advance by Parent describing the treatment of and payment for such Company Stock Options pursuant to this Section 2.4 and providing instructions for use in obtaining payment for such Company Stock Options.

     Section 2.5 Withholding Rights . Parent, the Surviving Corporation and the Depositary shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Common Shares or Company Stock Options, such amounts as Parent, the Surviving Corporation or the Depositary is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Parent, the Surviving Corporation or the Depositary, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Common Shares or Company Stock Options in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Depositary.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as disclosed (i) in the Company SEC Documents filed after December 31, 2006 and prior to the date of this Agreement or in the Draft 10-K (as defined below) (in each case excluding the exhibits and schedules thereto and any disclosures set forth in any risk factor section thereof, in any forward-looking statements contained therein or in any section included pursuant to the Private Securities Litigation Reform Act of 1995) or (ii) in the corresponding sections or subsections of the disclosure schedule delivered by the Company to Parent and Merger Sub immediately prior to the execution of this Agreement (the “ Company Disclosure Schedule ”), it being agreed that disclosure of any item in any section of the Company Disclosure Schedule shall provide an exception to or otherwise qualify the representations and warranties of the Company specifically referred to in such disclosure and such other representations and warranties to the extent such disclosure shall readily appear on its face from the substance of such disclosure to be applicable to such other representations and warranties, the Company represents and warrants to Parent and Merger Sub as follows:

     Section 3.1 Qualification, Organization, Subsidiaries, etc.

          (a) Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and, except as set forth in Section 3.1(a) of the Company Disclosure Schedule, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing as a foreign corporation would not reasonably be expected to have a Company Material Adverse Effect. As used in this Agreement, “ Company Material Adverse Effect ” means any fact, circumstance, event, change, effect, development or occurrence that, either individually or in the aggregate (i) materially hinders, impairs or delays the ability of the Company to perform its obligations under this Agreement and consummate the Merger and the other transactions contemplated hereby, (ii) materially hinders, impairs or delays the ability of the Company and its Subsidiaries to conduct their businesses after the Closing in substantially the same manner as such businesses were conducted prior to the Closing, but for purposes of this clause (ii) shall not include facts, circumstances, events, changes, effects, developments or occurrences directly resulting from the anticipated continued decline in the Company’s revenues from its bank customers, as disclosed in the Company SEC Documents filed prior to the date hereof and in the draft Form 10-K attached to Section 3.1(a)(ii) of the Company Disclosure Schedule (the “ Draft 10-K ”), or (iii) is materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, but, for purposes of this clause (iii), shall not include facts, circumstances, events, changes, effects, developments or occurrences (A) generally affecting the United States economy (which facts, circumstances, events, changes, effects, developments or occurrences, individually or in the aggregate, do not disproportionately affect the Company and its Subsidiaries, taken as a whole) or generally affecting the financial or securities markets; or (B) directly resulting from (I) any acts of terrorism or war (whether or not declared) or any escalation or worsening thereof

(which facts, circumstances, events, changes, effects, developments or occurrences, individually or in the aggregate, do not disproportionately affect the Company and its Subsidiaries, taken as a whole); (II) the announcement of this Agreement or the transactions contemplated hereby, including any loss of customers, suppliers or employees resulting from such announcement; (III) changes in accounting principles generally accepted in the United States (“ GAAP ”); (IV) change, in and of itself, in the market price or trading volume of the Common Shares (it being understood that the facts, circumstances, events, changes, effects, developments or occurrences giving rise or contributing to any such changes may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect); or (V) the anticipated continued decline in the Company’s revenues from its bank customers, as disclosed in the Company SEC Documents filed prior to the date hereof and in the Draft 10-K. The Company has made available to Merger Sub prior to the date of this Agreement a true and complete copy of the Company’s Amended Articles of Incorporation and Amended Code of Regulations, each as amended through the date of this Agreement (such articles of incorporation, the “ Company Articles ” and such code of regulations, the " Company Regulations ”) and true and complete copies of the organizational or governing documents of each Subsidiary of the Company. The Company is not in violation of any of the provisions of the Company Articles or the Company Regulations, and no Subsidiary of the Company is in violation of any of the provisions of its organizational or governing documents.

     Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Subsidiary of the Company and the name of each of its shareholder(s) or owner(s) and the capital stock or other equity interests of such Subsidiary held by each such person. Other than with respect to the Subsidiaries of the Company set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other equity securities of any person or have any direct or indirect equity or ownership interest in any person or business.

     Section 3.2 Capital Stock .

          (a) The authorized capital stock of the Company consists of 40,000,000 Common Shares and 10,000,000 preferred shares, $0.01 par value (“ Company Preferred Shares ”). As of March 28, 2008, (i) 10,179,671 Common Shares were issued and outstanding, (ii) 2,583,774 Common Shares were held in treasury, (iii) 530,980 Common Shares were subject to outstanding Company Stock Options pursuant to, and 92,885 additional Common Shares were reserved for issuance under, the employee and director stock plans of the Company (the “ Company Share Plans ”), (iv) no Common Shares were subject to outstanding Company Stock Options granted outside of the Company Share Plans, (v) no Common Shares were subject to outstanding Company Share-Based Awards, other than Company Stock Options, granted pursuant to award agreements, (vi) no Restricted Shares were issued and outstanding, and (vii) no Company Preferred Shares were issued or outstanding. The Company does not have any rights agreement or similar agreement with respect to its Company Preferred Shares. All outstanding Common Shares are, and all Common Shares reserved for issuance as noted in clauses (iii) and (iv), when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, subscription right, right of first refusal, pre-emptive or similar rights under the OGCL, the Company Articles, the Company Regulations or any

Company Agreement and issued in compliance in all material respects with all applicable securities Laws. All Company Stock Options are evidenced by stock option agreements, and true and correct copies of each such agreement and each Company Share Plan have been delivered to Merger Sub. Section 3.2(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of all persons who, as of the date hereof, hold outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of shares of Common Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof. Of the outstanding Company Stock Options, 220,480 Company Stock Options were intended to qualify as an “incentive stock option” under Section 422 of the Code, none of which were “in the money.” Of the remaining outstanding Company Stock Options, no more than 52,000 Company Stock Options were “in the money.” Each Company Stock Option, in all material respects, (A) was granted in compliance with all applicable Laws and, if granted pursuant to a Company Share Plan, all of the terms and conditions of the Company Share Plan pursuant to which it was issued, (B) qualifies for the tax, to the extent applicable, and accounting treatment afforded to such Company Stock Option in the Company’s Tax returns and the Company SEC Documents filed prior to the date of this Agreement, respectively, (C) was otherwise properly disclosed in the Company SEC Documents filed prior to the date of this Agreement and (D) has an exercise price at least equal to the fair market value of a Common Share on a date no earlier than the date of the corporate action authorizing the grant and has a grant date identical to the date of the corporate action authorizing the grant. The treatment of the Company Stock Options in accordance with Article II and Section 5.5 of this Agreement does not require the approval or consent of any holder of such Company Stock Options and does not conflict with the Company Share Plans or stock option agreements evidencing such Company Stock Options.

          (b) Except as set forth in subsection (a) above, as of the date of this Agreement, (i) the Company does not have any shares of its capital stock issued or outstanding other than Common Shares that have become outstanding after March 28, 2008, but were reserved for issuance as set forth in subsection (a) above, and (ii) except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities “phantom” stock rights, stock appreciation rights, stock-based performance units, profit participation rights or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, deliver, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests or Voting Company Debt, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, profit participation rights or other similar right, agreement or arrangement, (C) repurchase, redeem or otherwise acquire, or vote or dispose of, any such shares of capital stock or other equity interests, (D) provide any funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person or (E) give any person the right to receive the economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Shares.

          (c) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are

convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter (“ Voting Company Debt ”).

          (d) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting, transfer or registration of the capital stock or other equity interests of the Company or any of its Subsidiaries.

          (e) Except as set forth in Section 3.2(e) of the Company Disclosure Schedule, all outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and free of pre-emptive or similar rights. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are owned by the Company or a wholly-owned Subsidiary of the Company, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind or nature whatsoever (each, a “ Lien ”), other than (i) any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or which are being contested in good faith and for which adequate accruals or reserves have been established in the Company’s financial statements in accordance with GAAP, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business for amounts not yet due and payable or which are being contested in good faith through appropriate proceedings, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto and (D) other title exceptions, defects, encumbrances and other matters, whether or not of record, which do not materially affect the conduct of the Company’s and its Subsidiaries’ businesses or materially impair the value, operation or continued use of the property for the purposes for which the property is currently being used by the Company as of the date of this Agreement (each of the foregoing, a “ Permitted Lien ”), (ii) Liens that have a value less than $500,000 in the aggregate and (iii) Liens upon or relating to aircraft (or any parts thereof) owned or leased by the Company or any of its Subsidiaries for which the underlying obligation or indebtedness has been discharged and satisfied in full (collectively, the “ Aircraft Liens ”).

     Section 3.3 Corporate Authority Relative to This Agreement; No Violation .

          (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. The Board of Directors, at a meeting duly called and held, has unanimously (w) approved this Agreement and the Merger and the other transactions contemplated hereby in accordance with the OGCL, including but not limited to specifically for purposes of Chapter 1704 thereof; (x) determined that the Merger is fair to, advisable and in the best interests of the Company and its shareholders; (y) agreed to propose this Agreement and the transactions contemplated hereby for approval and adoption by the Company’s shareholders and (z) agreed to recommend that the Company’s

shareholders approve and adopt this Agreement and the transactions contemplated hereby, and such resolutions pursuant to which such actions were taken have not been rescinded or modified (the resolutions described in clauses (w), (x), (y) and (z) are hereinafter referred to as the “ Company Recommendation ”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws from time to time in effect affecting creditors’ rights generally, and (ii) general principles of equity, whether such principles are considered in a proceeding at Law or in equity.

          (b) Other than in connection with or in compliance with (i) the OGCL, (ii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), and (iii) other governmental approvals set forth on Section 3.3(b) of the Company Disclosure Schedule (collectively, the “ Company Approvals ”), and subject to the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7, no material authorization, consent, license, order, permit, action or approval of, or filing with, or notification to, any United States federal, state or local or foreign governmental or regulatory agency, commission, court of competent jurisdiction, body, entity or authority or arbitral tribunal (each, a “ Governmental Entity ”) is necessary, under applicable Law, for the execution, delivery and performance of the Agreement or the consummation by the Company of the transactions contemplated by this Agreement.

          (c) The execution and delivery by the Company of this Agreement does not, and, except as described in Section 3.3(b) or in Section 3.3(c) of the Company Disclosure Schedule, the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement by the Company will not materially conflict with, result in any material violation of or material default (with or without notice or lapse of time, or both) under, or materially impair the Company’s or any of its Subsidiaries’ rights or materially alter the rights or obligations of any third party under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of a Lien (other than a Permitted Lien) on any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any (i) note, bond, mortgage, indenture, lease, license, contract, agreement, arrangement or understanding or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound (the “Company Agreements”), (ii) the Company Articles, the Company Regulations or the organizational or governing documents of any Subsidiary of the Company or (iii) any applicable Laws.

     Section 3.4 Reports and Financial Statements .

          (a) The Company has filed or furnished all forms, documents, statements, reports, exhibits and other documents required to be filed or furnished by it with the Securities and Exchange Commission (the “ SEC ”) since December 31, 2005 (including any such forms, documents, statement, reports, exhibits or other documents filed with the SEC after the date

hereof, the “ Company SEC Documents ”). As of their respective dates, or, if amended, as of the date of the last such amendment, (i) the Company SEC Documents complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents contained, as of their respective dates, or will contain any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents fairly present, or, in the case of Company SEC Documents filed after the date hereof but prior to the Effective Time, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of income, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, that in each case will not be material in amount or effect) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

     Section 3.5 Internal Controls and Procedures . The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”). The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors and Merger Sub (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves executive officers or employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Parent a summary of all material complaints, allegations, assertions or claims made since December 31, 2004 through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. As of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of internal control over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

     Section 3.6 No Undisclosed Liabilities . Except (a) as reflected or reserved against in the Company’s consolidated balance sheets (or the notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, (b) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2007, (c) for contractual liabilities and obligations with respect to executory contracts not required to be disclosed in financial statements prepared in accordance with GAAP, (d) as set forth in Section 3.6 of the Company Disclosure Schedule or (e) as expressly contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has any material liabilities or material obligations of any nature, whether or not accrued, contingent or otherwise, whether known or unknown and whether due or to become due.

     Section 3.7 Compliance with Law; Permits .

          (a) Except as set forth in Section 3.7(a) of the Company Disclosure Schedule, (i) the Company and each of its Subsidiaries are, and since December 31, 2002 have been, in material compliance with all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, writs, injunctions, arbitration awards, decrees or agency requirements of any Governmental Entity (collectively, “ Laws ” and each, a “ Law ”) and (ii) since December 31, 2002, no written notice, charge, claim, action or assertion has been received by the Company or any of its Subsidiaries or has been filed, commenced or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging any material violation of any applicable Law. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of the matters referenced in Sections 3.4 or 3.5, or in respect of environmental, Tax or employee benefits matters.

          (b) The Company and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, clearances, exceptions, consents, certificates, approvals, registrations and orders of any Governmental Entity necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and assets and to carry on their respective businesses as they are now being conducted (the “ Company Permits ”). All Company Permits are in full force and effect and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. The Company and its Subsidiaries are not in material default or material violation of the terms of the Company Permits. Section 3.7(b) of the Company Disclosure Schedule sets forth a complete list of all Company Permits.

     Section 3.8 Environmental Laws and Regulations .

          (a) Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, (i) since December 31, 2002, the Company and its Subsidiaries have conducted their respective businesses in material compliance with all applicable Environmental Laws, (ii) none of the properties currently, or the knowledge of the Company, formerly owned, leased or operated by the Company or any of its Subsidiaries contains any Hazardous Substance in material violation of Environmental Laws or in amounts or concentrations exceeding the levels regulated by applicable Environmental Laws, (iii) since December 31, 2002, neither the Company nor any of its Subsidiaries has received any notices, demand letters, potentially responsible party letters,

orders or requests for information indicating that the Company or any of its Subsidiaries is or may be in material violation of, or is or may be materially liable under, any Environmental Law in connection with the ownership or operation of its businesses or in connection with any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, (iv) no Hazardous Substance has been disposed of, released, discharged, spilled or transported in material violation of any applicable Environmental Law, or in a manner which may give rise to any material liability under Environmental Law, from any properties currently or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries, (v) neither the Company, its Subsidiaries nor any of their respective properties are subject to any material claims or material liabilities relating to any suit, settlement, order, consent decree, court order, administrative order, judgment or written claim that has been asserted or, to the knowledge of the Company, threatened or arising under any Environmental Law and (vi) Section 3.8(a)(vi) of the Company Disclosure Schedule sets forth a complete list of all Phase I and Phase II environmental site assessments and investigations, all environmental compliance audits performed within the last five (5) years, all underground storage tank investigation and closure reports, and all material environmental notices, orders and correspondence in the possession or control of the Company or any of its Subsidiaries relating to environmental matters associated with the Company or any of its Subsidiaries or any property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries and such documents and reports have been made available to the Merger Sub.

          (b) As used herein, “ Environmental Law ” means any Law and administrative and judicial common law relating to the pollution, protection, preservation or restoration of the environment (including indoor and outdoor air, water vapor, surface water, groundwater, storm water, waste water, drinking water supply, surface land, subsurface land, sediment, wetlands, odors, noise, plant and animal life or any other natural resource), natural resources, human health and human safety and any activity involving the treatment, storage, disposal, transportation, arrangement for disposal, discharge, spillage, release, threatened release, migration, distribution, labeling or manufacture of Hazardous Substances.

          (c) As used herein, “ Hazardous Substance ” means any substance listed, defined, designated or classified as hazardous, toxic, radioactive, or dangerous, or otherwise regulated, under any Environmental Law and includes any substance to which exposure is regulated by any Governmental Entity or any Environmental Law including, but not limited to, any waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or byproduct thereof, jet fuel or any competent or derivative thereof, radon, radioactive material, asbestos, or asbestos containing material, urea formaldehyde, foam insulation or polychlorinated biphenyls.

     Section 3.9 Employee Benefit Plans .

          (a) Section 3.9(a) of the Company Disclosure Schedule contains a true and complete list of each deferred compensation and each bonus or other incentive compensation, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement currently in effect; each severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of

Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) currently in effect; each profit sharing, stock bonus or other “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA) currently in effect; each employment, termination or severance agreement currently in effect; and each other employee benefit plan, fund, program, agreement or arrangement currently in effect, in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Company or any Subsidiary of the Company or by any trade or business, whether or not incorporated (an “ ERISA Affiliate ”), that together with the Company or any Subsidiary of the Company would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA, or to which the Company or an ERISA Affiliate is a party, whether written or oral, for the benefit of any employee or former employee of the Company or any Subsidiary of the Company (the “ Company Benefit Plans ”). Neither the Company, any Subsidiary of the Company nor any ERISA Affiliate has any commitment or formal plan to create any additional employee benefit plan or modify or change any existing Company Benefit Plan that would affect any employee or former employee of the Company or any Subsidiary of the Company.

          (b) With respect to each Company Benefit Plan, the Company has heretofore delivered or made available to Merger Sub true and complete copies of each of the following documents: (i) a copy of the Company Benefit Plan and any amendments thereto (or if the Company Benefit Plan is not a written Company Benefit Plan, a description thereof); (ii) a copy of the two most recent annual reports, if required under ERISA, and, if applicable, the most recent report prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87; (iii) a copy of the most recent Summary Plan Description if required under ERISA with respect thereto; (iv) if the Company Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof; and (v) the most recent determination or opinion letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 of the Code.

          (c) None of the Company, any of its Subsidiaries, or any of their ERISA Affiliates maintain or contribute to, nor have they maintained or contributed to during the past six (6) years, any pension plan subject to Title IV of ERISA or Sections 412 of the Code or 302 of ERISA.

          (d) All material contributions required to be made with respect to any Company Benefit Plan on or prior to the date hereof have been timely made or are reflected on the Company SEC Documents filed most recently prior to the date of this Agreement or on the Draft 10-K. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any Subsidiary of the Company relating to, or change in employee participation or coverage under, any Company Benefit Plan that would increase materially the expense of maintaining such Company Benefit Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof.

          (e) Neither the Company or any Subsidiary of the Company, any Company Benefit Plan nor any trust created thereunder has engaged in a transaction in connection with which the Company or any Subsidiary of the Company, any Company Benefit Plan, or any such

trust reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code.

          (f) Each Company Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable Law, including but not limited to ERISA and the Code.

          (g) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and the trusts maintained thereunder are exempt from taxation under Section 501(a) of the Code. Each Company Benefit Plan intended to satisfy the requirements of Section 501(c)(9) has satisfied such requirements.

          (h) Except as disclosed in Section 3.9(h) of the Company Disclosure Schedule, no Company Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Company or any Subsidiary of the Company for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law, (ii) death benefits under any “pension plan,” or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary). No condition exists that would prevent the Company or any Subsidiary of the Company from amending or terminating any Company Benefit Plan providing health or medical benefits in respect of any active employee of the Company or any Subsidiary of the Company other than limitations imposed under the respective terms of the Company Benefit Plans set forth in Section 3.9(a) of the Company Disclosure Schedule.

          (i) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee or officer of the Company, any Subsidiary of the Company or any ERISA Affiliate to severance pay or any other similar material payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting of benefits under any Company Plan, or materially increase the amount of compensation due any such employee or officer, except, in each case, as expressly provided in this Agreement or as disclosed in Section 3.9(i) of the Company Disclosure Schedule.

          (j) There are no pending or, to the knowledge of the Company, threatened material claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any such Company Benefit Plan, or otherwise involving any such Company Benefit Plan (other than routine claims for benefits).

          (k) All Company stock options have been granted with an exercise price per share no lower than the “fair market value” (as defined in the applicable plan) of one Common Share on the date of the corporate action effectuating the grant.

          (l) The Company has not made any payments, is not obligated to make any payments, or is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code §280G. All Company Benefit Plans that are subject to Section 409A of the Code have been administered in all material respects in good faith compliance with the applicable requirements of Section 409A. Except as disclosed in

Section 3.9(l) of the Company Disclosure Schedule, the Company is not a party to, or otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of Tax imposed by Section 409A(a)(1)(B) of the Code.

     Section 3.10 Absence of Certain Changes or Events .

          (a) Except as set forth in Section 3.10(a) of the Company Disclosure Schedule, since December 31, 2007, the businesses of the Company and its Subsidiaries have been conducted in all material respects in the ordinary course of business consistent with past practice, and there has not been any action or event that, if taken on or after the date of this Agreement without Merger Sub’s consent, would violate any of the provisions of Section 5.1.

          (b) Except as set forth in Section 3.10(b) of the Company Disclosure Schedule, since December 31, 2007, and through the date of this Agreement, there has not been any Company Material Adverse Effect or any fact, circumstance, event, change, effect, development or occurrence that would reasonably be expected to have a Company Material Adverse Effect.

     Section 3.11 Investigations; Litigation . Except as set forth in Section 3.11 of the Company Disclosure Schedule, (a) there are no material hearings, investigations or reviews pending or, to the knowledge of the Company, threatened by any Governmental Entity with respect to the Company or any of its Subsidiaries, and (b) there are no (and since January 1, 2007 there have not been any) material claims, actions, suits or proceedings pending (or, to the knowledge of the Company, threatened) against the Company or any of its Subsidiaries, or any of their respective properties at Law or in equity before, and there are no material orders, judgments or decrees of, or before, any Governmental Entity binding upon the Company or any of its Subsidiaries, or any of their respective properties.

     Section 3.12 Proxy Statement; Other Information . None of the information provided by the Company to be included in the Proxy Statement will (a) at the time of filing with the SEC, (b) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (c) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement, as to information supplied by the Company, will comply as to form in all material respects with the provisions of the Exchange Act. The letter to shareholders, notice of meeting, proxy statement (including any amendments and supplements thereto) and form of proxy to be filed with the SEC and distributed to shareholders in connection with the Merger are collectively referred to herein as the “ Proxy Statement .” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.

     Section 3.13 Taxes . Except as set forth in Section 3.13 of the Company Disclosure Schedule:

          (a) (i) The Company and each of its Subsidiaries has timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it, and each such Tax Return has been prepared in material compliance with all applicable Laws and is true, correct and complete in all material respects; (ii) the Company and each of its Subsidiaries has timely paid (or the Company has timely paid on its Subsidiaries’ behalf) all Taxes shown as due on such Tax Returns and all other material Taxes except such Taxes as are currently being contested in good faith and for which adequate reserves, as applicable, have been established in accordance with GAAP in the Company’s consolidated financial statements included in the Company SEC Documents filed most recently prior to the date of this Agreement or in the Draft 10-K; (iii) the consolidated financial statements included in the Company SEC Documents filed most recently prior to the date of this Agreement or in the Draft 10-K reflect, in accordance with GAAP, an adequate reserve for all Taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof through the date of such consolidated financial statements; and (iv) neither the Company nor any of its Subsidiaries has incurred any material liability for Taxes subsequent to the date of such most recent consolidated financial statements other than in the ordinary course of the Company’s or such Subsidiary’s business.

          (b) (i) No Tax Return of the Company or any of its Subsidiaries is, to the knowledge of the Company, under audit or examination by any Taxing Authority, no written notice of such an audit or examination or any other audit or examination with respect to Taxes has been received by the Company or any of its Subsidiaries, and no deficiencies for Taxes have been claimed, proposed, assessed or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries by any Taxing Authority; (ii) each material deficiency resulting from any audit or examination relating to Taxes by any Taxing Authority has been paid, except for deficiencies currently being contested in good faith and for which adequate reserves, as applicable, have been established in the financial statements included in the Draft 10-K or in the Company SEC Documents filed most recently prior to the date of this Agreement in accordance with GAAP; (iii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due and payable or Liens that have a value less than $250,000 in the aggregate; (iv) all material Taxes which the Company or any of its Subsidiaries are required by Law to withhold or to collect for payment have been duly withheld and collected and any such amounts that are required to be remitted to any Taxing Authority have been duly remitted; (v) none of the Company or any of its Subsidiaries has consented to extend the time in which any Tax may be assessed or collected by any Taxing Authority; (vi) no claim has been made against the Company or any of its Subsidiaries by any Taxing Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation in that jurisdiction; and (vii) no power of attorney that would be in force after the Closing Date has been granted by the Company or any of its Subsidiaries with respect to Taxes.

          (c) There is no contract or arrangement, plan or agreement by or with the Company or any of its Subsidiaries covering any person that, individually or collectively, could give rise to the payment of any amount by the Company or any of its Subsidiaries that would not be deductible by the Company or such Subsidiary by reason of Section 162(m) of the Code.

          (d) None of the Company or any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (ii) is a party to or bound by any Tax allocation, sharing or indemnification agreement or other similar arrangement with any person other than the Company and its Subsidiaries or (iii) has any liability for the Taxes of any person (other than any of the Company or its Subsidiaries) under Treas. Reg. §1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise.

          (e) Neither the Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” in a distribution of stock purported to or intended to be governed by Section 355 or Section 361 of the Code.

          (f) Neither the Company nor any of its Subsidiaries has participated in, or is currently participating in, a “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b) or any transaction requiring disclosure under a corresponding or similar provision of state, local or foreign Law.

          (g) The Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code and has not been (and will not be) such