AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

You are currently viewing:

This Agreement and Plan of Merger involves

WINTON FINANCIAL CORP | WESBANCO, INC | WESBANCO BANK, INC.,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: AGREEMENT AND PLAN OF MERGER
Governing Law: West Virginia Date: 8/30/2004
Industry: SandLs/Savings Banks Law Firm: Vorys, Sater, Seymour and Pease LLP Sector: Financial

<PAGE>

AGREEMENT AND PLAN OF MERGER

DATED AS OF

AUGUST 25, 2004

BY AND BETWEEN

WESBANCO, INC.,

WESBANCO BANK, INC.,

WINTON FINANCIAL CORPORATION

AND

THE WINTON SAVINGS AND LOAN CO.

<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

<S> <C>

ARTICLE ONE -- THE MERGER.........................................................................................2

1.01. Merger; Surviving Corporation............................................................................2

1.02. Bank Merger; Surviving Bank Corporation..................................................................2

1.03. Effective Time...........................................................................................2

1.04. Effects of the Merger....................................................................................2

1.05. Effects of the Bank Merger...............................................................................3

ARTICLE TWO -- CONVERSION OF SHARES AND OPTIONS; SURRENDER OF CERTIFICATES........................................3

2.01. Conversion of Seller Shares..............................................................................3

2.02. Conversion of Seller Stock Options.......................................................................4

2.03. Election and Exchange and Payment Procedures.............................................................6

2.04. Seller Shareholders' Dissenters Rights..................................................................13

2.05. Anti-Dilution Provisions................................................................................13

2.06. Conversion of WI Sub Capital Stock......................................................................14

ARTICLE THREE -- REPRESENTATIONS AND WARRANTIES OF SELLER........................................................14

3.01. Representations and Warranties of Seller................................................................14

ARTICLE FOUR -- REPRESENTATIONS AND WARRANTIES OF BUYER..........................................................34

4.01. Representations and Warranties of Buyer.................................................................34

ARTICLE FIVE -- FURTHER COVENANTS OF SELLER......................................................................49

5.01. Operation of Business...................................................................................49

5.02. Notification............................................................................................53

5.03. Acquisition Proposals...................................................................................54

5.04. Delivery of Information.................................................................................56

5.05. Affiliates Compliance with the Securities Act...........................................................56

5.06. Takeover Laws...........................................................................................57

5.07. No Control..............................................................................................57

ARTICLE SIX -- FURTHER COVENANTS OF BUYER........................................................................57

6.01. Access to Information...................................................................................57

6.02. Opportunity of Employment; Employee Benefits............................................................57

6.03. Exchange Listing........................................................................................58

6.04. Notification............................................................................................59

6.05. Takeover Laws...........................................................................................59

</TABLE>

-i-

<PAGE>

<TABLE>

<S> <C>

6.06. Officers' and Directors' Indemnification................................................................59

6.07. Election of a Seller Director to Board of Directors; Advisory Board.....................................61

ARTICLE SEVEN -- FURTHER OBLIGATIONS OF THE PARTIES..............................................................61

7.01. Confidentiality.........................................................................................61

7.02. Necessary Further Action................................................................................62

7.03. Cooperative Action......................................................................................62

7.04. Satisfaction of Conditions..............................................................................62

7.05. Press Releases..........................................................................................63

7.06. Registration Statements; Proxy Statement; Shareholders' Meeting.........................................63

7.07. Regulatory Applications.................................................................................65

7.08. Coordination of Dividends...............................................................................65

ARTICLE EIGHT -- CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES..........................................66

8.01. Conditions to the Obligations of Buyer and Wesbanco Sub.................................................66

8.02. Conditions to the Obligations of Seller.................................................................67

8.03. Mutual Conditions.......................................................................................68

ARTICLE NINE -- CLOSING..........................................................................................69

9.01. Closing.................................................................................................69

9.02. Closing Transactions Required of Buyer..................................................................69

9.03. Closing Transactions Required of Seller.................................................................70

ARTICLE TEN -- NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.........................................70

10.01. Non-Survival of Representations, Warranties and Covenants..............................................70

ARTICLE ELEVEN -- TERMINATION....................................................................................71

11.01. Termination............................................................................................71

11.02. Effect of Termination..................................................................................74

ARTICLE TWELVE -- MISCELLANEOUS..................................................................................74

12.01. Notices................................................................................................74

12.02. Counterparts...........................................................................................75

12.03. Entire Agreement; No Third-Party Rights................................................................75

12.04. Successors and Assigns.................................................................................76

12.05. Captions...............................................................................................76

12.06. Governing Law..........................................................................................76

12.07. Payment of Fees and Expenses...........................................................................76

12.08. Amendment..............................................................................................77

</TABLE>

-ii-

<PAGE>

<TABLE>

<S> <C>

12.09. Waiver.................................................................................................77

12.10. Disclosure Schedules...................................................................................77

12.12. Waiver of Jury Trial...................................................................................77

12.13. Severability...........................................................................................77

</TABLE>

-iii-

<PAGE>

GLOSSARY OF DEFINED TERMS

The following terms, when used in this Agreement, have the meanings

ascribed to them in the corresponding Sections of this Agreement listed below:

"Acquisition Agreement" -- Section 5.03(b)

"Adjusted Option" -- Section 2.02(a)

"Agreement" -- Preamble

"Alpine" -- Section 3.01(a)

"AMEX" -- Section 3.01(w)

"Average Closing Price" -- Section 11.01(d)

"Bank Merger" -- Preamble

"BHC Act" -- Section 4.01(a)

"Buyer" -- Preamble

"Buyer Balance Sheet Date" -- Section 4.01(g)

"Buyer Compensation and Benefit Plans" -- Section 4.01(s)

"Buyer Consultants" -- Section 4.01(s)

"Buyer Directors" -- Section 4.01(s)

"Buyer Disclosure Schedule" -- Preamble

"Buyer Employees" -- Section 4.01(s)

"Buyer ERISA Affiliate" -- Section 4.01(s)

"Buyer ERISA Affiliate Plan" -- Section 4.01(s)

"Buyer Filed SEC Documents" -- Section 4.01(l)

"Buyer Financial Statements" -- Section 4.01(g)

"Buyer Officers" -- Section 4.01(s)

"Buyer Pension Plan" -- Section 4.01(s)

"Buyer Ratio" -- Section 11.01(d)

"Buyer SEC Documents" -- Section 4.01(f)

"Buyer Shares" and "Buyer Share" -- Preamble

"Buyer Stock Option Plans" -- Section 4.01(c)

"Buyer Subsidiary" or "Buyer Subsidiaries" -- Section 4.01(l)

"Buyer Subsidiary Real Estate Collateral" -- Section 4.01(v)

"Buyer's Financial Advisor" -- Section 4.01(i)

"Cash Designated Shares" -- Section 2.03(e)

"Cash Election Shares" -- Section 2.03(b)

"CERCLA" -- Section 3.01(y)

"Closing" -- Section 9.01

"Closing Date" -- Section 9.01

"Code" -- Preamble

"Compensation and Benefit Plans" -- Section 3.01(t)

"Constituent Corporations" -- Preamble

"Consultants" -- Section 3.01(t)

"Continuing Employees" -- Section 6.02(a)

"Contracts" -- Section 3.01(x)

"Costs" -- Section 6.06(a)

-iv-

<PAGE>

"CRA" -- Section 3.01(dd)

"Determination Date" -- Section 2.01(b)

"Directors" -- Section 3.01(t)

"DOL" -- Section 3.01(t)

"DPC Shares" -- Section 2.01(c)

"Effective Time" -- Section 1.03

"Election Deadline" -- Section 2.03(b)

"Election Form" -- Section 2.03(a)

"Election Form Record Date" -- Section 2.03(a)

"Employees" -- Section 3.01(t)

"Environmental Law" -- Section 3.01(y)

"ERISA" -- Section 3.01(t)

"Exchange Act" -- Section 3.01(g)

"Exchange Agent" -- Section 2.03(c)

"Exchange Fund" -- Section 2.03(f)

"Exchange Ratio" -- Section 2.01(b)

"fair cash value" -- Section 2.04

"FDIC" -- Section 3.01(l)

"GAAP" -- Section 3.01(f)

"Governmental Authority" -- Section 3.01(q)

"Hazardous Substances" -- Section 3.01(y)

"HOLA" -- Section 3.01(a)

"Indemnified Party" -- Section 6.06(a)

"Index Price" -- Section 11.01(d)

"Information" -- Section 7.01

"Insurance Amount" -- Section 6.06(c)

"IRS" -- Section 3.01(m)

"K&L" -- Section 8.01(d)

"Letter of Confidentiality" -- Section 12.03

"Loan Assets" -- Section 3.01(j)

"Loan Documentation" -- Section 3.01(j)

"Mailing Date" -- Section 2.03(a)

"material" -- Section 3.01(a)

"material adverse effect" -- Section 3.01(a)

"Merger" -- Preamble

"Merger Consideration" -- Section 2.01(a)

"Nasdaq" -- Section 2.01(b)

"No Election Shares" -- Section 2.03(b)

"Notice of Superior Proposal" -- Section 5.03(b)

"Officers" -- Section 3.01(t)

"OGCL" -- Section 1.01

"Ohio Division" -- Section 3.01(a)

"Ohio Secretary of State" -- Section 1.03

"OTS" -- Section 3.01(a)

"PBGC" -- Section 3.01(t)

-v-

<PAGE>

"PCBs" -- Section 3.01(y)

"Pending Transaction" -- Section 4.01(c)

"Per Share Cash Consideration" -- Section 2.01(b)

"Per Share Consideration -- Section 11.01(d)

"Per Share Stock Consideration" -- Section 2.01(b)

"Proxy Statement/Prospectus" -- Section 7.06(a)

"Registration Statement" -- Section 7.06(a)

"Regulatory Authorities" -- Section 3.01(p)

"Representatives" -- Section 7.01

"Rule 145 Affiliates" -- Section 5.05(a)

"SEC" -- Section 3.01(c)

"Section 2.03(e) Cash Amount" -- Section 2.03(e)

"Securities Act" -- Section 5.05(a)

"Seller" -- Preamble

"Seller Balance Sheet Date" -- Section 3.01(h)

"Seller Certificate" -- Section 2.03(g)

"Seller Disclosure Schedule" -- Preamble

"Seller Dissenting Share" -- Section 2.04

"Seller ERISA Affiliate" -- Section 3.01(t)

"Seller ERISA Affiliate Plan" -- Section 3.01(t)

"Seller Filed SEC Documents" -- Section 3.01(h)

"Seller Financial Statements" -- Section 3.01(f)

"Seller Meeting" -- Section 7.06(e)

"Seller Pension Plan" -- Section 3.01(t)

"Seller Real Properties" -- Section 3.01(n)

"Seller Representatives" -- Section 5.03(a)

"Seller SEC Documents" -- Section 3.01(g)

"Seller Shares" and "Seller Share" -- Preamble

"Seller Stock Options" -- Section 3.01(b)

"Seller Stock Option Plans" -- Section 3.01(b)

"Seller Subsidiary" and "Seller Subsidiaries" -- Section 3.01(a)

"Seller Subsidiary Real Estate Collateral" -- Section 3.01(y)

"Seller's Financial Advisor" -- Section 3.01(r)

"Starting Date" -- Section 11.01(d)

"Starting Price" -- Section 11.01(d)

"Stock Designated Shares" -- Section 2.03(e)

"Stock Election Shares" -- Section 2.03(b)

"Subsidiary" -- Section 3.01(c)

"Superior Proposal" -- Section 5.03(b)

"Surviving Bank Corporation" -- Section 1.02

"Surviving Corporation" -- Section 1.01

"Takeover Laws" -- Section 3.01(z)

"Takeover Proposal" -- Section 5.03(a)

"Tax" or "Taxes" -- Section 3.01(m)

"Tax Returns" -- Section 3.01(m)

-iv-

<PAGE>

"Top-up Notice" -- Section 11.01(d)

"Total Cash Amount -- Section 2.01(b)

"Trust Account Shares" -- Section 2.01(c)

"Updated Buyer Disclosure Schedule" -- Section 6.04

"Updated Seller Disclosure Schedule" -- Section 5.02

"VSSP" -- Section 8.01(e)

"Walkaway Determination Date: -- Section 11.01(d)

"Walkaway Right" -- Section 11.01(d)

"Walnut" -- Section 3.01(a)

"WB Sub" -- Preamble

"West Virginia Secretary of State" -- Section 1.03

"WI Sub" -- Preamble

"WVBCA" -- Section 1.01

-vii-

<PAGE>

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated as

of August 25, 2004, is made and entered into by and between Wesbanco, Inc., a

West Virginia corporation ("BUYER"), Wesbanco Bank, Inc., a West Virginia

banking corporation and a wholly owned subsidiary of Buyer ("WB SUB"), Winton

Financial Corporation, an Ohio corporation ("SELLER"), and The Winton Savings

and Loan Co., an Ohio savings and loan association and a wholly owned subsidiary

of Seller ("WI SUB"). Buyer and Seller are sometimes hereinafter collectively

referred to as the "CONSTITUENT CORPORATIONS".

W I T N E S S E T H:

WHEREAS, the Boards of Directors of Seller, WI Sub, Buyer and

WB Sub have each determined that it is in the best interests of their respective

corporations and shareholders for Buyer to acquire Seller pursuant to a merger

of Seller with and into Buyer (the "MERGER") and, immediately after the Merger,

a merger of WI Sub with and into WB Sub (the "BANK MERGER") upon the terms and

subject to the conditions set forth in this Agreement; and

WHEREAS, the Boards of Directors of Seller, WI Sub, Buyer and

WB Sub have each approved this Agreement and the consummation of the

transactions contemplated hereby; and

WHEREAS, as a result of the Merger, in accordance with the

terms of this Agreement, Seller will cease to have a separate corporate

existence and the shareholders of Seller will receive from Buyer in exchange for

each share of common stock, without par value, of Seller (individually "SELLER

SHARE" and collectively "SELLER SHARES"), (a) $20.75 in cash, or (b) 0.755

shares of common stock, $2.0833 par value per share, of Buyer (individually

"BUYER SHARE" and collectively "BUYER SHARES"), as may be adjusted as provided

herein, all as determined in accordance with the terms of this Agreement; and

WHEREAS, for Federal income tax purposes, it is intended that

the Merger contemplated by this Agreement qualify as a "reorganization" under

the provisions of Section 368(a) of the Internal Revenue Code of 1986, as

amended (the "CODE"); and

WHEREAS, Seller has previously provided to Buyer a schedule

disclosing additional information about Seller (the "SELLER DISCLOSURE

SCHEDULE"), and Buyer has previously provided to Seller a schedule disclosing

additional information about Buyer (the "BUYER DISCLOSURE SCHEDULE");

NOW, THEREFORE, in consideration of the premises and the

respective representations, warranties, covenants, agreements and conditions

hereinafter set forth, Seller and Buyer, intending to be legally bound hereby,

agree as follows:

<PAGE>

ARTICLE ONE

THE MERGER

1.01. MERGER; SURVIVING CORPORATION

Upon the terms and subject to the conditions of this

Agreement, at the Effective Time (as defined in Section 1.03), Seller shall

merge with and into Buyer in accordance with the West Virginia Business

Corporation Act (the "WVBCA") and the Ohio General Corporation Law (the "OGCL").

Buyer shall be the continuing and surviving corporation in the Merger, shall

continue to exist under the laws of the State of West Virginia and shall be the

only one of the Constituent Corporations to continue its separate corporate

existence after the Effective Time. As used in this Agreement, the term

"SURVIVING CORPORATION" refers to Buyer at and after the Effective Time. As a

result of the Merger, the outstanding shares of capital stock and the treasury

shares of the Constituent Corporations shall be converted in the manner provided

in Article Two.

1.02 BANK MERGER; SURVIVING BANK CORPORATION

Upon the terms and subject to the conditions of this

Agreement, at the Effective Time (as defined in Section 1.03), WI Sub shall

merge with and into WB Sub in accordance with the WVBCA, the OGCL and Chapter

1151 of the Ohio Revised Code. WB Sub shall be the continuing and surviving bank

corporation in the Bank Merger, shall continue to exist under the laws of the

State of West Virginia, continuing its separate corporate existence after the

Effective Time. As used in this Agreement, the term "SURVIVING BANK CORPORATION"

refers to WB Sub at and after the Effective Time. As a result of the Bank

Merger, the outstanding shares of capital stock of WI Sub shall be converted in

the manner provided in Section 2.06.

1.03. EFFECTIVE TIME

The Merger and the Bank Merger shall become effective upon the

latest of the following: (a) the filing of the appropriate articles of merger

with the Secretary of State of the State of West Virginia (the "WEST VIRGINIA

SECRETARY OF STATE"), (b) the filing of the appropriate certificates of merger

with the Secretary of State of the State of Ohio (the "OHIO SECRETARY OF STATE")

or (c) such time thereafter as is agreed to in writing by Buyer and Seller and

so provided in the articles or certificates of merger filed as set forth above;

provided, however, that the Bank Merger shall not become effective until after

the Merger has become effective. The date and time at which the Merger shall

become effective is referred to in this Agreement as the "EFFECTIVE TIME."

1.04. EFFECTS OF THE MERGER

At the Effective Time:

(a) the articles of incorporation of Buyer as in effect

immediately prior to the Effective Time shall be the

articles or incorporation of the Surviving

Corporation;

<PAGE>

(b) the bylaws of Buyer as in effect immediately prior

to the Effective Time shall be the bylaws of the

Surviving Corporation;

WVBCA and OGCL; and

(d) the location of the principal office of the Surviving

Corporation shall be One Bank Plaza, Wheeling, WV

26003.

1.05 EFFECTS OF THE BANK MERGER

Immediately following the Effective Time:

(a) the articles of incorporation of WB Sub as in effect

immediately prior to the Effective Time shall be the

articles of incorporation of the Surviving Bank

Corporation;

(b) the bylaws of WB Sub as in effect immediately prior

to the Effective Time shall be the bylaws of the

Surviving Bank Corporation; and

the WVBCA and OGCL.

ARTICLE TWO

CONVERSION OF SHARES AND OPTIONS; SURRENDER OF CERTIFICATES

2.01. CONVERSION OF SELLER SHARES

At the Effective Time, by virtue of the Merger and without

any action on the part of the holder thereof:

(a) Subject to the other provisions of this Article

Two, each Seller Share issued and outstanding

immediately prior to the Effective Time (other than

(i) Seller Shares held directly or indirectly by

Buyer or Seller or any of their respective

Subsidiaries (as defined below) (except for Trust

Account Shares and DPC Shares, as such terms are

defined in Section 2.01(b) hereof), and (ii) Seller

Dissenting Shares (as defined in Section 2.04))

shall, by virtue of this Agreement and without any

action on the part of the holder thereof, be

converted into and exchangeable for the right to

receive, at the election of the holder thereof as

provided in and subject to the provisions of this

Section 2.01, either (i) the Per Share Stock

Consideration (as defined below) or (ii) the Per

Share Cash Consideration (as defined below). The Per

Share Stock Consideration and the Per Share Cash

Consideration are referred to herein collectively as

the "MERGER CONSIDERATION."

<PAGE>

(b) For purposes of this Agreement, the following terms

shall have the following meanings:

i. "PER SHARE STOCK CONSIDERATION" shall

mean a number of Buyer Shares equal to

the Exchange Ratio;

ii. "PER SHARE CASH CONSIDERATION" shall

mean $20.75;

iii. "EXCHANGE RATIO" shall mean 0.755;

iv. "TOTAL CASH AMOUNT" shall mean 40% of

the product obtained by multiplying (x)

the Per Share Cash Consideration and (y)

the total number of shares of Seller

Shares outstanding as of the close of

business on the Determination Date; and

v. "DETERMINATION DATE" shall mean the

third calendar day immediately prior to

the Effective Time, or if such calendar

day is not a trading day on The Nasdaq

National Market System ("NASDAQ"), then

the trading day immediately preceding

such calendar day.

owned directly or indirectly by Buyer or Seller or

any of their respective Subsidiaries (other than

Seller Shares (x) held directly or indirectly in

trust accounts, managed accounts and the like or

otherwise held in a fiduciary capacity for the

benefit of third parties (any such shares, and shares

of Buyer Common Stock which are similarly held,

whether held directly or indirectly by Buyer or

Seller, as the case may be, being referred to herein

as "TRUST ACCOUNT SHARES") or (y) held by Buyer or

Seller or any of their respective Subsidiaries in

respect of a debt previously contracted (any such

Seller Shares, and Buyer Shares which are similarly

held, whether held directly or indirectly by Buyer or

Seller, being referred to herein as "DPC SHARES"))

shall be cancelled and shall cease to exist and no

Buyer Shares, cash or other consideration shall be

delivered in exchange therefor. At the Effective

Time, all Buyer Shares that are owned by Seller or

any of its Subsidiaries (other than Trust Account

Shares and DPC Shares) shall become treasury stock of

Buyer.

(d) The calculations required by this Section 2.01 shall

be prepared jointly by Buyer and Seller prior to the

Closing Date.

2.02. CONVERSION OF SELLER STOCK OPTIONS

(a) At or before the Effective Time and in connection

with the Merger, the following shall occur:

<PAGE>

(i) Each Seller Stock Option which is

outstanding and unexercised immediately

prior to the Effective Time shall, upon the

election of the holder thereof, be

terminated immediately prior to the

Effective Time and each holder thereof shall

be entitled to receive, in lieu of each

Seller Share that would otherwise have been

issuable upon exercise thereof, an amount in

cash equal to the excess, if any, of $20.75

over the exercise price of such Seller Stock

Option.

(ii) Each Seller Stock Option outstanding

immediately prior to the Effective Time that

is not terminated pursuant to Section

2.02(a)(i) above shall be amended and

converted into an option (an "ADJUSTED

OPTION") to purchase a number of Buyer

Shares (rounded to the nearest whole share)

equal to (A) the number of Seller Shares

subject to such Seller Stock Option

immediately prior to the Effective Time

multiplied by (B) the Exchange Ratio; and

the per share exercise price for the Buyer

Shares issuable upon the exercise of such

Adjusted Option shall be equal to (Y) the

exercise price per share of the Seller

Shares at which such Seller Stock Option was

exercisable immediately prior to the

Effective Time divided by (Z) the Exchange

Ratio (rounded to the nearest whole cent);

provided, however, that in the case of any

Seller Stock Option to which Section 421 of

the Code applies by reason of its

qualification under Section 422 of the Code,

the conversion formula shall be adjusted, if

necessary, to comply with Section 424(a) of

the Code. Except as otherwise provided

herein, the Adjusted Options shall be

subject to the same terms and conditions

(including expiration date, vesting and

exercise provisions) as were applicable to

the corresponding Seller Stock Options

immediately prior to the Effective Time.

(b) The adjustments provided herein with respect to any

Seller Stock Options that are "incentive stock

options" as defined in Section 422 of the Code shall

be and are intended to be effected in a manner which

is consistent with Sections 422 and 424(a) of the

Code and all regulations promulgated thereunder.

Seller Stock Plans, with the result that all

obligations of Seller under the Seller Stock Option

Plans (as that term is defined in Section 3.01(b))

with respect to the Adjusted Options shall be

obligations of Buyer following the Effective Time.

(d) On or prior to the date that is thirty (30) days

after the Effective Time, Buyer shall prepare and

file with the SEC a registration statement on Form

S-8 (or another appropriate form) registering a

number of shares of Buyer Shares equal to at least

the number of shares subject to the Adjusted Options.

Such registration statement shall be kept effective

(and the

<PAGE>

current status of the prospectus or prospectuses

required thereby shall be maintained) as long as any

Adjusted Options may remain outstanding.

(e) Except as otherwise specifically provided by this

Section 2.02 and except to the extent required under

the respective terms of Seller Stock Options as in

effect on the date of this Agreement, all

restrictions or limitations on transfer with respect

to Seller Stock Options awarded under Seller Stock

Option Plans or any other plan, program or

arrangement of Seller or any of its subsidiaries, to

the extent that such restrictions or limitations

shall not have already lapsed, and all other terms

thereof, shall remain in full force and effect with

respect to such options after giving effect to the

Merger and the assumption by Buyer as set forth

above.

(f) In addition to any method of exercise permitted under

the applicable Seller Stock Option, a holder of an

Adjusted Option may exercise such Adjusted Option in

whole or in part in accordance with its terms by

delivering a properly executed notice of exercise to

Buyer, together with the consideration therefor and

the federal withholding tax information, if any,

required in accordance with the related Seller Stock

Option Plan.

2.03. ELECTION AND EXCHANGE AND PAYMENT PROCEDURES

(a) Election Procedure. An election form and other

appropriate and customary transmittal materials

(which shall specify that delivery shall be effected,

and risk of loss and title to the certificates

theretofore representing the Seller Shares shall

pass, only upon proper delivery of such certificates

to the Exchange Agent (as defined below))in such form

as Buyer and Seller shall mutually agree (the

"ELECTION FORM") shall be mailed 20 calendar days

prior to the anticipated Effective Time or on such

other date as Seller and Buyer shall mutually agree

(the "MAILING DATE") to each holder of record of

Seller Shares as of the close of business on the

fifth trading day prior to the Mailing Date (the

"ELECTION FORM RECORD DATE").

(b) Election. Each Election Form shall permit the

holder (or the beneficial owner through appropriate

and customary documentation and instructions) to

specify (i) the number of such holder's Seller Shares

with respect to which such holder elects to receive

the Per Share Stock Consideration ("STOCK ELECTION

SHARES"), (ii) the number of such holder's Seller

Shares with respect to which such holder elects to

receive the Per Share Cash Consideration ("CASH

ELECTION Shares"), or (iii) that such holder makes no

election with respect to such holder's Seller Shares

("NO ELECTION SHARES"). All Seller Shares with

respect to which the Exchange Agent has not received

an effective, properly completed Election Form on or

before 5:00 p.m., on the 17th calendar day following

the Mailing Date (or such other time and date as

Buyer and Seller may mutually agree) (the "ELECTION

DEADLINE") shall also be deemed to be No Election

Shares.

<PAGE>

Computershare Investor Services, LLC or such other

entity as reasonably shall be approved by Seller in

writing to act as agent (the "EXCHANGE AGENT") for

purposes of conducting the election procedure and the

exchange and payment procedures as described in this

Section 2.03. Buyer shall make available one or more

Election Forms as may reasonably be requested from

time to time by all persons who become holders (or

beneficial owners) of Seller Shares between the

Election Form Record Date and the close of business

on the business day prior to the Election Deadline,

and Seller shall provide to the Exchange Agent all

information reasonably necessary for it to perform as

specified herein.

(d) Proper Election. Any such election shall have

been properly made only if the Exchange Agent shall

have actually received a properly completed Election

Form by the Election Deadline. An Election Form shall

be deemed properly completed only if accompanied by

one or more certificates (or customary affidavits and

indemnification regarding the loss or destruction of

such certificates or the guaranteed delivery of such

certificates) representing all Seller Shares covered

by such Election Form, together with duly executed

transmittal materials included in the Election Form;

provided, however, that holders of Seller Shares

shall be instructed to execute revocable stock powers

in respect of such certificates and not to endorse

such certificates for transfer. Any Election Form may

be revoked or changed by the person submitting such

Election Form at or prior to the Election Deadline.

If an Election Form is revoked prior to the Election

Deadline and a new Election Form is not submitted

prior to the Election Deadline, the Seller Shares

represented by such Election Form shall become No

Election Shares and Buyer shall cause the

certificates representing such Seller Shares to be

promptly returned without charge to the Person

submitting the Election Form upon written request to

that effect from the holder who submitted the

Election Form. Subject to the terms of this Agreement

and of the Election Form, the Exchange Agent shall

have reasonable discretion to determine whether any

election, revocation or change has been properly or

timely made and to disregard immaterial defects in

the Election Forms, and any good faith decisions of

the Exchange Agent regarding such matters shall be

binding and conclusive. Neither Buyer nor the

Exchange Agent shall be under any obligation to

notify any person of any defect in the election form.

In the event of the termination of this Agreement

before the Effective Time, all Election Forms shall

be null, void and of no force or effect and all

certificates shall immediately be returned to holders

of Seller shares, along with stock powers in respect

thereof.

(e) Pro Rata Allocation. Within ten business days after

the Election Deadline, unless the Effective Time has

not yet occurred, in which case as

<PAGE>

soon thereafter as practicable, Buyer shall cause the

Exchange Agent to effect the allocation among the

holders of Seller Shares of rights to receive Buyer

Shares or cash in the Merger in accordance with the

Election Forms as follows:

(1) Cash Election Shares More Than Total Cash

Amount. If the aggregate cash amount that would be

paid upon the conversion in the Merger of the Cash

Election Shares (the "SECTION 2.03(e) CASH AMOUNT")

is greater than the Total Cash Amount, then:

(A) all Stock Election Shares and No Election

Shares shall be converted into the right to

receive the Per Share Stock Consideration,

(B) the Exchange Agent shall then select from

among the Cash Election Shares, by a pro rata

selection process, a sufficient number of

shares ("STOCK DESIGNATED SHARES") such that

the aggregate cash amount that will be paid

in the Merger (excluding, however, any cash

paid in lieu of fractional shares pursuant to

2.03(j) hereof, any cash paid to dissenting

shareholders pursuant to Section 2.04 hereof

and any cash paid in respect of options to

purchase Seller Shares under Section 2.02 or

any other provision of this Agreement) equals

as closely as practicable the Total Cash

Amount, and all Stock Designated Shares shall

be converted into the right to receive the

Per Share Stock Consideration; and

Designated Shares will be converted into the

right to receive the Per Share Cash

Consideration.

(2) Cash Election Shares Less Than Total Cash Amount. If

the Section 2.03(e) Cash Amount is less than the

Total Cash Amount, then:

(A) all Cash Election Shares shall be converted

into the right to receive the Per Share Cash

Consideration;

(B) the Exchange Agent shall then select first

from among the No Election Shares and then

(if necessary) from among the Stock Election

Shares, by a pro rata selection process

(excluding, to the extent possible, Seller

Shares acquired through the exercise of any

incentive stock option at any time within

twelve months prior to the Effective Time,

which shares are identified on Exhibit

2.01(e)(2)(B) hereto), a sufficient number of

shares ("CASH DESIGNATED

<PAGE>

SHARES") such that the aggregate cash amount

that will be paid in the Merger (excluding,

however, without limitation, any cash paid in

respect of options to purchase Seller Shares

under Section 2.02 or any other provision of

this Agreement) equals as closely as

practicable the Total Cash Amount, and all

Cash Designated Shares shall be converted

into the right to receive the Per Share Cash

Consideration; and

Election Shares that are not Cash Designated

Shares shall be converted into the right to

receive the Per Share Stock Consideration.

(3) Cash Election Shares Equal to Total Cash Amount.

If the Section 2.03(e) Cash Amount is equal or nearly

equal (as determined by the Exchange Agent) to the

Total Cash Amount, then subparagraphs (1) and (2)

above shall not apply, all Cash Election Shares shall

be converted into the right to receive the Per Share

Cash Consideration and all Stock Election Shares and

No Election Shares shall be converted into the right

to receive the Per Share Stock Consideration.

The pro rata selection process to be used by the Exchange

Agent shall consist of such equitable pro ration processes as

shall be mutually determined by Buyer and Seller.

(f) Deposit with Exchange Agent; Exchange Fund. At or

prior to the Effective Time, Buyer shall provide to

the Exchange Agent the number of Buyer Shares

issuable pursuant to Sections 2.01(a) and 2.03, the

Total Cash Amount, the cash in respect of fractional

Buyer Shares payable pursuant to Section 2.03(j), and

the amount of all other cash payable in the Merger,

if any, all of which shall be held by the Exchange

Agent in trust for the holders of Seller Shares

(collectively, the "EXCHANGE FUND"). The Exchange

Agent shall not be entitled to vote or exercise any

rights of ownership with respect to the Buyer Shares

held by it from time to time hereunder, except that

it shall receive and hold in trust for the recipients

of the Buyer Shares until distributed thereto

pursuant to the provisions of this Agreement all

dividends or other distributions paid or distributed

with respect to such Buyer Shares for the account of

the persons entitled thereto. The Exchange Fund shall

not be used for any purpose other than as set forth

in this paragraph. The Exchange Agent shall invest

cash in the Exchange Fund, as directed by Buyer, on a

daily basis; provided, however, that all such

investments shall be in (1) obligations of, or

guaranteed by, the United States of America, (2)

commercial paper obligations receiving the highest

rating from either Moody's Investors Services, Inc.

or Standard and Poor's Corporation, or (3)

certificates of deposit of commercial banks (not

including any Subsidiary or affiliate of Buyer) with

capital exceeding

<PAGE>

$1.0 billion. All interest and other income resulting

from such investments shall be paid to Buyer.

(g) Surrender of Seller Certificates. As promptly as

practicable after the Effective Time, Buyer shall

send or cause to be sent to each former holder of

record of Seller Shares who did not comply with

Section 2.03(d) of this Agreement, transmittal

materials (which shall specify that delivery shall be

effected, and risk of loss and title to the

certificates theretofore representing the Seller

Shares shall pass only upon proper delivery of such

certificates to the Exchange Agent). Each holder of

an outstanding certificate or certificates which

prior to the Effective Time represented Seller Shares

("SELLER CERTIFICATE"), who surrenders such Seller

Certificate to the Exchange Agent shall, upon

acceptance thereof by the Exchange Agent, be entitled

to a certificate representing the full number of

Buyer Shares and/or the amount of cash into which the

aggregate number of Seller Shares previously

represented by such Seller Certificate surrendered

shall have been converted pursuant to this Agreement

and, if such holder's Seller Shares have been

converted into Buyer Shares, any other distribution

theretofore paid with respect to Buyer Shares

issuable in the Merger which remains unpaid at the

Effective Time, in each case without interest. The

Exchange Agent shall accept such Seller Certificate

upon compliance with such reasonable terms and

conditions as the Exchange Agent may impose to affect

an orderly exchange thereof in accordance with normal

exchange practices and shall as promptly as

practicable issue the certificates representing Buyer

Shares and/or cash in accordance with this Agreement.

Each Seller Certificate that is not surrendered to

the Exchange Agent in accordance with the procedures

provided for herein shall, except as otherwise herein

provided, until duly surrendered to the Exchange

Agent be deemed to evidence ownership of the number

of Buyer Shares or the right to receive the amount of

cash into which such Seller Shares shall have been

converted. After the Effective Time, there shall be

no further transfer on the records of Seller of a

Seller Certificate representing Seller Shares and, if

any such Seller Certificate is presented to Seller

for transfer, it shall be canceled against delivery

of certificates for Buyer Shares and/or cash as

hereinabove provided.

(h) Lost Certificates. If there shall be delivered to

the Exchange Agent by any person who is unable to

produce any Seller Certificate for Seller Shares for

surrender to the Exchange Agent in accordance with

this Section 2.03:

(i) evidence to the reasonable satisfaction of

the Surviving Corporation that such Seller

Certificate has been lost, wrongfully taken,

or destroyed;

(ii) such security or indemnity as reasonably may

be requested by the Surviving Corporation to

save it harmless (which may include the

requirement to obtain a third party bond or

surety); and

<PAGE>

(iii) evidence to the reasonable satisfaction of

the Surviving Corporation that such person

was the owner of the Seller Shares

theretofore represented by each such Seller

Certificate claimed by him to be lost,

wrongfully taken or destroyed and that he is

the person who would be entitled to present

such Seller Certificate for exchange

pursuant to this Agreement;

then the Exchange Agent, in the absence of actual notice to it

that any Seller Shares theretofore represented by any such

Seller Certificate have been acquired by a bona fide

purchaser, shall deliver to such person the cash and/or Buyer

Shares (and cash in lieu of fractional Buyer Share interests,

if any) that such person would have been entitled to receive

upon surrender of each such lost, wrongfully taken or

destroyed Seller Certificate.

(i) No Further Ownership Rights in Seller Shares. All

cash and Buyer Shares issued upon conversion of

Seller Shares in accordance with the terms hereof

(including any cash paid pursuant to Section 2.03(g)

or 2.03(j)) shall be deemed to have been issued in

full satisfaction of all rights pertaining to such

Seller Shares, subject, however, to the Surviving

Corporation's obligation to pay any dividends or make

any other distributions with a record date prior to

the Effective Time which may have been declared or

made by Seller on such Seller Shares in accordance

with the terms of this Agreement on or prior to the

Effective Time and which remain unpaid at the

Effective Time.

(j) No Fractional Buyer Shares.

(i) No certificates or scrip representing

fractional Buyer Shares shall be issued upon

the surrender for exchange of Seller

Certificates evidencing Seller Shares, and

such fractional Buyer Share interests will

not entitle the owner thereof to vote or to

any rights of a shareholder of the Surviving

Corporation.

(ii) Each holder of Seller Shares who would

otherwise be entitled to receive a

fractional Buyer Share shall receive from

the Exchange Agent an amount of cash equal

to the product obtained by multiplying (a)

the fractional Buyer Share interest to which

such holder (after taking into account all

Seller Shares held at the Effective Time by

such holder) would otherwise be entitled by

(b) $20.75.

(k) Termination of Exchange Fund. Any portion of the

Exchange Fund delivered to the Exchange Agent by

Buyer pursuant to Section 2.03(f) which remains

undistributed to the shareholders of Seller for

twelve (12) months after the Effective Time shall be

delivered to the Surviving Corporation, upon demand,

and any shareholders of Seller who have not

theretofore complied with this Article Two shall

thereafter look only to the

<PAGE>

Surviving Corporation for payment of the Per Share

Stock Consideration, the Per Share Cash

Consideration, any cash in lieu of fractional Buyer

Share interest and any dividends or distributions

with respect to Buyer Shares, in each case without

interest.

(l) No Liability. None of Buyer, Seller, the Exchange

Agent or the Surviving Corporation shall be liable to

any former holder of Seller Shares for any payment of

the Per Share Stock Consideration, the Per Share Cash

Consideration, any cash in lieu of fractional Buyer

Share interest or any dividends or distributions with

respect to Buyer Shares delivered to a public

official if required by any applicable abandoned

property, escheat or similar law.

(m) Withholding Rights. Buyer or the Exchange Agent

shall be entitled to deduct and withhold from the

consideration otherwise payable pursuant to this

Agreement to any holder of Seller Certificates such

amounts as Buyer or the Exchange Agent is required to

deduct and withhold with respect to the making of

such payment under the Code, or any other provision

of domestic or foreign (whether national, federal,

state, provincial, local or otherwise) tax law. To

the extent that amounts are so withheld and paid over

to the appropriate taxing authority by Buyer or the

Exchange Agent, such withheld amounts shall be

treated for all purposes of this Agreement as having

been paid to the holder of the Seller Certificates in

respect of which such deduction and withholding was

made by Buyer, the Surviving Corporation or the

Exchange Agent.

(n) Waiver. The Surviving Corporation may from time to

time, in the case of one or more persons, waive one

or more of the rights provided to it in this Article

Two to withhold certain payments, deliveries and

distributions; and no such waiver shall constitute a

waiver of its rights thereafter to withhold any such

payment, delivery or distribution in the case of any

person.

(o) Section 16(a) Exemption. Prior to the Effective

Time, Buyer and Seller shall take all such steps as

may be required to cause any acquisitions of Buyer

equity securities (including derivative securities

with respect to any Buyer equity securities) and

dispositions of Seller equity securities (including

derivative securities with respect to any Seller

equity securities) resulting from the transactions

contemplated by this Agreement by each individual who

is anticipated to be subject to the reporting

requirements of Section 16(a) of the Exchange Act

with respect to Buyer or who is subject to the

reporting requirements of Section 16(a) of the

Exchange Act with respect to Seller, to be exempt

under Rule 16b-3 promulgated under the Exchange Act.

<PAGE>

2.04. SELLER SHAREHOLDERS' DISSENTERS' RIGHTS

Anything contained in this Agreement or elsewhere to the

contrary notwithstanding, if any holder of an outstanding Seller Share who is

entitled to demand and properly demands payment of the "FAIR CASH VALUE" of such

Seller Share in accordance with Section 1701.85 of the OGCL (a "SELLER

DISSENTING SHARE"), then such Seller Dissenting Share shall not be converted

into the right to receive the Merger Consideration, and instead:

(a) Each such Seller Dissenting Share shall nevertheless

be deemed to be extinguished at the Effective Time

as provided elsewhere in this Agreement;

(b) Each holder perfecting such dissenters' rights

shall thereafter have only such rights (and shall

have such obligations) as are provided in Section

1701.85 of the OGCL, and the Surviving Corporation

shall not be required to deliver any cash payments to

such person in substitution for each such Seller

Dissenting Share in accordance with this Agreement;

provided, however, that if any such person shall have

failed to perfect or shall withdraw or lose such

holder's rights under Section 1701.85 of the OGCL,

each such holder's Seller Dissenting Share shall

thereupon be deemed to have been converted as of the

Effective Time into the right to receive the Per

Share Stock Consideration or the Per Share Cash

Consideration, as shall have been designated on the

Election Form submitted by such holder prior to the

Election Deadline, or if no such designation shall

have been made, the Per Share Cash Consideration,

without any interest thereon, pursuant to Section

2.01 and subject to Section 2.03.

No holder of a Seller Dissenting Share shall be entitled to submit a

letter of transmittal, and any letter of transmittal submitted by a holder of a

Seller Dissenting Share shall be invalid, unless and until the demand for the

payment of the fair cash value made in respect of such Seller Dissenting Share

shall have been or is deemed to have been withdrawn.

2.05. ANTI-DILUTION PROVISIONS

In the event that, subsequent to the date of this Agreement

but prior to the Effective Time, the outstanding Buyer Shares are increased,

decreased, changed into or exchanged for a different number or kind of shares or

securities (or Buyer establishes a record date for effecting any such change to

the outstanding Buyer Shares) as a result of a reorganization, recapitalization,

reclassification, stock dividend, stock split, reverse stock split or other like

changes in Buyer's capitalization, the Exchange Ratio and the Per Share

Consideration shall be adjusted fully; provided, however, that nothing contained

herein shall require any adjustment to the Exchange Ratio or the Per Share Stock

Consideration as a result of the issuance of additional Buyer Shares for

consideration which, if such issuance was for more than 19.9% of the then

outstanding Buyer Shares, would not require the approval of the Buyer

shareholders. Nothing contained herein shall be deemed to permit any action

which may be proscribed by this Agreement.

<PAGE>

2.06. CONVERSION OF WI SUB CAPITAL STOCK

Immediately after the Effective Time, each issued and

outstanding share, and each share held in the treasury, of capital stock of WI

Sub shall, by virtue of the Bank Merger and without any action on the part of

the holder thereof, be canceled without any conversion or issuance of any shares

of capital stock of Buyer or WB Sub with respect thereto. No shares of Buyer or

WB Sub shall be issued or exchanged and no consideration shall be given for

shares of WI Sub, and each then-issued and outstanding share, and each share

then held in the treasury, of capital stock of WB Sub shall, by virtue of the

Bank Merger and without any action on the part of the holder thereof, continue

as one share of capital stock of the Surviving Bank Corporation having the same

designations, preferences, limitations, and rights as such share of capital

stock of WB Sub immediately prior to the Bank Merger.

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES OF SELLER

3.01. REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth on the Seller Disclosure Schedule (with

specific reference to the Section or Subsection of this Agreement to which the

information stated in such disclosure relates, provided that any fact, item,

contract, agreement, document or instrument listed or described, and any

information disclosed, in any Section or Subsection thereof shall be deemed

listed, described and disclosed in all other applicable Sections and Subsections

even though not expressly set forth in such other Section(s) or Subsection(s)),

Seller and WI Sub hereby jointly and severally represent and warrant to Buyer

and WB Sub as follows:

(a) Corporate Status.

(i) Seller is an Ohio corporation and a unitary

savings and loan holding company registered

under the Home Owners Loan Act, as amended

("HOLA"). Seller is duly organized, validly

existing and in good standing under the laws

of the State of Ohio, has the full corporate

power and authority to own its property, to

carry on its business as presently conducted,

and to enter into and, subject to the

required adoption of this Agreement by the

Seller shareholders and the obtaining of

appropriate approvals of Governmental

Authorities (as that term is defined in

Section 3.01(q)) and Regulatory Authorities

(as that term is defined in Section 3.01(p)),

to perform its obligations under this

Agreement and consummate the transactions

contemplated by this Agreement, and is duly

qualified to do business and is in good

standing in the State of Ohio, but is not

qualified to do business in any other

jurisdiction or required to be so qualified

to do business in any other jurisdiction

except where the failure to be so qualified

would not have a material adverse effect on

Seller. Seller has made available to Buyer

true and complete copies of the Articles of

Incorporation

<PAGE>

and Code of Regulations of Seller, in each

case as amended to the date of this

Agreement.

(ii) WI Sub and Alpine Terrace II, LLC, an

Ohio limited liability company ("ALPINE")

(individually the "SELLER SUBSIDIARY" and

collectively the "SELLER SUBSIDIARIES"), are

the only Subsidiaries (as that term is

defined in Section 3.01(c)) of Seller. Seller

owns 50% of the outstanding equity interests

in Walnut Street Enterprises, LLC, an Ohio

limited liability company ("WALNUT"). WI Sub

is a state savings and loan association, is a

member of the Federal Home Loan Bank of

Cincinnati and is regulated by the Ohio

Division of Financial Institutions ("OHIO

DIVISION") and the Office of Thrift

Supervision (the "OTS"). The business of

Alpine and Walnut is limited to owning real

property. Each of the Seller Subsidiaries is

duly organized, validly existing and in good

standing under the laws of the State of Ohio

and each has full power and authority,

corporate or otherwise, to own their property

and to carry on its business as presently

conducted. Each of the Seller Subsidiaries is

qualified to do business in the State of

Ohio, and WI Sub is qualified to do business

in the State of Indiana, but is not qualified

to do business in any other jurisdiction or

required to be qualified to do business in

any other jurisdiction except where the

failure to be so qualified would not have a

material adverse effect on Seller. Seller has

made available to Buyer true and complete

copies of the governing instruments of each

of the Seller Subsidiaries, in each case as

amended to the date of this Agreement.

(iii) As used in this Agreement, (A) any reference

to any event, change or effect being

"MATERIAL" with respect to any entity means

an event, change or effect which is material

in relation to the financial condition,

properties, assets, liabilities, businesses

or results of operations of such entity and

the Seller Subsidiaries taken as a whole and

(B) the term "MATERIAL ADVERSE EFFECT" means,

with respect to an entity, a material adverse

effect on the financial condition,

properties, assets, liabilities, businesses

or results of operations of such entity and

the Seller Subsidiaries taken as a whole or

on the ability of such entity to perform its

obligations under this Agreement or

consummate the Merger and the other material

transactions contemplated by this Agreement

other than, in any case, any state of facts,

change, development, event, effect, condition

or occurrence (i) resulting from changes in

the United States economy or the United

States securities markets in general; (ii)

resulting from changes in the industries in

which Seller or Buyer, as the case may be,

operates and not specifically relating to the

Seller or Buyer, as the case may be; (iii)

resulting from any

<PAGE>

litigation or loss of current or prospective

customers, employees or revenues arising from

the execution of this Agreement, or (iv)

resulting from the Merger generally;

provided, however, that in no event shall a

decrease in the trading price of Seller

Shares or Buyer Shares, absent any other

event, change or effect which has had or

would reasonably be expected to have a

material adverse effect, or litigation

relating thereto, be considered a material

adverse effect or material adverse change.

(b) Capitalization of Seller.

(i) The authorized capital of Seller consists

solely of 18,000,000 Seller Shares, of which

4,605,538 Seller Shares were issued and

outstanding as of June 30, 2004, and

2,000,000 shares of preferred stock, without

par value, none of which has been issued or

is outstanding. As of June 30, 2004, 117,630

Seller Shares were held in its treasury. All

outstanding Seller Shares have been duly

authorized and are validly issued, fully paid

and non-assessable, and were not issued in

violation of the preemptive rights of any

person. All Seller Shares issued have been

issued in compliance in all material respects

with all applicable federal and state

securities laws. As of June 30, 2004, 646,846

Seller Shares were reserved for issuance upon

the exercise of outstanding stock options

(the "SELLER STOCK OPTIONS") granted under

the Winton Financial Corporation Stock Option

and Incentive Plan, the Winton Financial

Corporation 1999 Stock Option and Incentive

Plan, and the Winton Financial Corporation

2003 Stock Option and Incentive Plan

(collectively, the "SELLER STOCK OPTION

PLANS"). Seller has furnished to Buyer a

true, complete and correct copy of the Seller

Stock Option Plans, and a list of all

participants in the Seller Stock Option Plans

as of the date hereof is set forth in Section

3.01(b)(i) of the Seller Disclosure Schedule,

which list identifies the number of Seller

Shares subject to Seller Stock Options held

by each such participant, the exercise price

or prices of such Seller Stock Options and

the dates each of the Seller Stock Options

was granted, becomes exercisable and expires.

(ii) As of the date hereof, except for this

Agreement and the Seller Stock Options, there

are no options, warrants, calls, rights,

commitments or agreements of any character to

which Seller is a party or by which it is

bound obligating Seller to issue, deliver or

sell, or cause to be issued, delivered or

sold, any additional Seller Shares or

obligating Seller to grant, extend or enter

into any such option, warrant, call, right,

commitment or agreement. As of the date of

this Agreement, there are no outstanding

contractual obligations of Seller to

repurchase, redeem or otherwise acquire

<PAGE>

any Seller Shares except for such obligations

arising under the Seller Stock Option Plans.

(iii) Except as disclosed in Section 3.01(b) of

the Seller Disclosure Schedule, since June

30, 2004, Seller has not (A) issued or

permitted to be issued any Seller Shares, or

securities exercisable for or convertible

into Seller Shares, other than upon exercise

of the Seller Stock Options granted prior to

the date hereof under the Seller Stock Option

Plans; (B) repurchased, redeemed or otherwise

acquired, directly or indirectly through any

Seller Subsidiary or otherwise, any Seller

Shares; or (C) declared, set aside, made or

paid to the shareholders of Seller dividends

or other distributions on the outstanding

Seller Shares.

(iv) No bonds, debentures, notes or other

indebtedness of Seller having the right to

vote on any matters on which Seller's

shareholders may vote are issued or

outstanding.

all of the issued and outstanding equity securities

of WI Sub and Seller owns of record and beneficially

50% of the issued and outstanding equity securities

of Walnut. WI Sub owns of record and beneficially all

of the issued and outstanding equity securities of

Alpine. There are no options, warrants, calls,

rights, commitments or agreements of any character to

which Seller or any Seller Subsidiary is a party or

by which any of them is bound obligating any Seller

Subsidiary to issue, deliver or sell, or cause to be

issued, delivered or sold, additional equity

securities of any Seller Subsidiary (other than to

Seller, with respect to WI Sub and Alpine, or WI Sub,

with respect to Walnut) or obligating Seller or any

Seller Subsidiary to grant, extend or enter into any

such option, warrant, call, right, commitment or

agreement. There are no contracts, commitments,

understandings or arrangements relating to Seller's

rights to vote or to dispose of the equity securities

of WI Sub, and all of the equity securities of WI Sub

held by Seller are fully paid and non-assessable and

are owned by Seller free and clear of any charge,

mortgage, pledge, security interest, hypothecation,

restriction, claim, option, lien, encumbrance or

interest of any persons whatsoever. There are no

contracts, commitments, understandings or

arrangements relating to WI Sub's rights to vote or

to dispose of the equity securities of Alpine and

Walnut, and all of the equity securities of Alpine

and Walnut held by WI Sub are fully paid and

non-assessable and are owned by WI Sub free and clear

of any charge, mortgage, pledge, security interest,

hypothecation, restriction, claim, option, lien,

encumbrance or interest of any persons whatsoever.

Except as disclosed in Section 3.01(c) of the Seller

Disclosure Schedule, Seller does not own

beneficially, directly or indirectly, any equity

securities or

<PAGE>

similar interests of any person, or any interest in a

partnership or joint venture of any kind, other than

the Seller Subsidiaries.

For purposes of this Agreement, "SUBSIDIARY" has the

meaning ascribed to it in Rule 1-02 of Regulation S-X

promulgated by the Securities and Exchange Commission

(the "SEC").

(d) Corporate Authority. Assuming the accuracy of the

representations and warranties of Buyer and WB Sub

set forth in Section 4.01(y), all corporate actions

of Seller and WI Sub necessary to authorize the

execution, delivery and performance of this Agreement

and the consummation of the transactions contemplated

hereby, in each case by Seller and WI Sub, have been

duly and validly taken, except for the adoption of

this Agreement by the holders of at least a majority

of the outstanding Seller Shares entitled to vote

thereon (which is the only required shareholder vote

thereon) and subject, in the case of the consummation

of the Merger, to the filing and recordation of a

certificate of merger as required by the OGCL and

compliance with the applicable provisions of the

WVBCA. The Board of Directors of Seller has, by

unanimous vote of the Directors, duly adopted

resolutions (i) approving this Agreement, the Merger,

the Bank Merger and the other transactions

contemplated hereby and thereby, (ii) declaring that

it is in the best interests of Seller's shareholders

that Seller enter into this Agreement and consummate

the Merger on the terms and subject to the conditions

set forth in this Agreement, (iii) declaring that

this Agreement is fair to Seller's shareholders, (iv)

directing that this Agreement be submitted to a vote

at a meeting of Seller's shareholders to be held as

promptly as practicable and (v) recommending that

Seller's shareholders adopt this Agreement. The Board

of Directors of WI Sub has, by unanimous vote of the

directors, duly adopted resolutions (i) approving

this Agreement, the Merger, the Bank Merger and the

other transactions contemplated hereby and thereby,

and (ii) declaring that it is in the best interests

of WI Sub's sole shareholder that WI Sub enter into

this Agreement and consummate the Bank Merger on the

terms and subject to the conditions set forth in this

Agreement.

(e) Authorized and Effective Agreement. This Agreement

has been duly executed and delivered by Seller and WI

Sub, and assuming the due authorization, execution

and delivery by Buyer and WB Sub, constitutes a valid

and binding obligation of Seller and WI Sub,

enforceable against Seller and WI Sub in accordance

with its terms, except as such enforceability may be

limited by laws related to safety and soundness of

insured depository institutions as set forth in 12

U.S.C. Section 1818(b), the appointment of a

conservator by the FDIC, bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance and

other similar laws relating to or affecting the

enforcement of creditors' rights generally, by

general equitable principles (regardless of whether

enforceability is

<PAGE>

considered in a proceeding in equity or at law) and

by an implied covenant of good faith and fair

dealing. Each of Seller and WI Sub has the right,

power, authority and capacity to execute and deliver

this Agreement and, subject to the required adoption

of this Agreement by Seller's shareholders, the

obtaining of appropriate approvals by Regulatory

Authorities and Governmental Authorities and the

expiration of applicable regulatory waiting periods,

to perform its obligations under this Agreement.

(f) Financial Statements of Seller. The financial

statements of Seller consisting of the consolidated

balance sheets as of September 30 for each of the

years 2003 and 2002, and the related consolidated

statements of earnings, shareholders' equity,

comprehensive income, and cash flows for each of the

three years ended September 30, 2003, including

accompanying notes and the report thereon of Grant

Thornton LLP dated October 30, 2003, and the

consolidated statement of financial condition as of

June 30, 2004, and the related consolidated

statements of earnings, shareholders' equity and cash

flows for the nine months then ended (collectively,

all of such consolidated financial statements are

referred to as the "SELLER FINANCIAL STATEMENTS")

included in the Seller SEC Documents (as defined

below) comply as to form in all material respects

with applicable accounting requirements and the

published rules and regulations of the SEC with

respect thereto, have been prepared in accordance

with generally accepted accounting principles

("GAAP") (except, in the case of unaudited

statements, as permitted by Form 10-Q of the SEC)

applied on a consistent basis during the periods

involved (except as may be indicated in the notes

thereto) and fairly present in all material respects

the consolidated financial position of Seller and its

consolidated subsidiaries as of the dates thereof and

their respective consolidated results of operations

and cash flows for the periods then ended (subject,

in the case of unaudited statements, to normal,

recurring year-end audit adjustments).

(g) SEC Filings. Seller has filed all reports and

proxy materials required to be filed by it with the

SEC pursuant to the Securities Exchange Act of 1934,

as amended (the "EXCHANGE ACT"), since January 1,

2001 (together with all information incorporated

therein by reference, the "SELLER SEC DOCUMENTS"),

except for any reports or proxy materials the failure

to file which would not have a material adverse

effect upon Seller. All such filings, at the time of

filing, complied in all material respects as to form

and included all exhibits required to be filed under

the applicable rules of the SEC applicable to such

Seller SEC Documents. None of such documents, as

subsequently supplemented or amended prior to the

date hereof, when filed, contained any untrue

statement of a material fact or omitted to state a

material fact required to be stated therein or

necessary in

<PAGE>

order to make the statements therein, in light of the

circumstances under which they were made, not

misleading.

(h) Absence of Undisclosed Liabilities. Except as set

forth in Seller SEC Documents filed and publicly

available prior to the date of this Agreement (the

"SELLER FILED SEC DOCUMENTS") (including the

financial statements included therein) or in Section

3.01(h) of the Seller Disclosure Schedule and except

as arising hereunder, Seller and the Seller

Subsidiaries have no liabilities or obligations

(whether accrued, absolute, contingent or otherwise)

at June 30, 2004 (the "SELLER BALANCE SHEET DATE"),

other than liabilities and obligations that

individually or in the aggregate would not reasonably

be expected to have a material adverse effect on

Seller. Except as set forth in the Seller Filed SEC

Documents or otherwise disclosed in Section 3.01(h)

of the Seller Disclosure Schedule, all debts,

liabilities, guarantees and obligations of Seller and

the Seller Subsidiaries incurred since the Seller

Balance Sheet Date have been incurred in the ordinary

course of business and are usual and normal in amount

both individually and in the aggregate.

(i) Absence of Changes. Except (i) as set forth in the

Seller Filed SEC Documents, (ii) as set forth in

Section 3.01(i) of the Seller Disclosure Schedule, or

(iii) in the ordinary course of business consistent

with Seller's past practice, since the Seller Balance

Sheet Date: (a) there has not been any material

adverse change in the business, operations, assets or

financial condition of Seller and the Seller

Subsidiaries taken as a whole, and, to the knowledge

of Seller, no fact or condition exists which Seller

believes will cause such a material adverse change in

the future; and (b) Seller has not taken or permitted

any of the actions described in Section 5.01(b) of

this Agreement.

(j) Loan Documentation. The documentation ("LOAN

DOCUMENTATION") governing or relating to the material

loan and credit-related assets ("LOAN ASSETS")

included in the loan portfolio of WI Sub is legally

sufficient for the purposes intended thereby and

creates enforceable rights of WI Sub in accordance in

all material respects with the terms of such Loan

Documentation, subject to applicable bankruptcy,

insolvency, reorganization, moratorium, fraudulent

conveyance and other similar laws relating to or

affecting the enforcement of creditors' rights

generally, by general equitable principles

(regardless of whether enforceability is considered

in a proceeding in equity or at law) and by an

implied covenant of good faith and fair dealing,

except for such insufficiencies as would not

reasonably be expected to have a material adverse

effect on Seller. Except as set forth in the Seller

Filed SEC Documents or in Section 3.01(j) of the

Seller Disclosure Schedule, no debtor under any of

the Loan Documentation has asserted as of the date

hereof any claim or defense with respect to the

subject matter thereof, which claim or defense, if

<PAGE>

determined adversely to Seller, would reasonably be

expected to have a material adverse effect on Seller.

Except as set forth in the Seller SEC Documents or in

Section 3.01(j) of the Seller Disclosure Schedule, WI

Sub is not a party to a loan, including any loan

guaranty, with any director, executive officer or

five percent (5%) shareholder of Seller or any of the

Seller Subsidiaries, or any person, corporation or

enterprise controlling, controlled by or under common

control with either Seller or any of the Seller

Subsidiaries. All loans and extensions of credit that

have been made by WI Sub comply in all material

respects with applicable regulatory limitations and

procedures except for such failures to comply as

would not reasonably be expected to have a material

adverse effect on Seller.

(k) Allowance for Loan Losses. Except as set forth in

the Seller SEC Documents or in Section 3.01(k) of the

Seller Disclosure Schedule, there is no loan which

was made by WI Sub and which is reflected as an asset

of WI Sub on the Seller Financial Statements that

(A)(i) is 90 days or more delinquent or (ii) has been

classified by examiners (regulatory or internal) as

"Substandard," "Doubtful" or "Loss," and (B) the

default by the borrower under which would reasonably

be expected to have a material adverse effect on

Seller. The allowance for loan losses reflected on

the Seller Financial Statements has been determined

in accordance with GAAP in all material respects and

in accordance in all material respects with all rules

and regulations applicable to Seller and WI Sub and

is, in the judgment of Seller's management, adequate

in all material respects, except for such failures

and inadequacies which would not reasonably be

expected to have a material adverse effect on Seller.

(l) Reports and Records. Seller and the Seller

Subsidiaries have filed all reports and maintained

all records required to be filed or maintained by

them under the rules and regulations of the OTS, the

Ohio Division and the Federal Deposit Insurance

Corporation ("FDIC"), except for such reports and

records the failure to file or maintain would not

reasonably be expected to have a material adverse

effect on Seller. All such documents and reports

complied in all material respects with applicable

requirements of law and rules and regulations in

effect at the time such documents and reports were

filed and contained in all material respects the

information required to be stated therein, except for

such documents and records the failure to file or

contain such information would not reasonably be

expected to have a material adverse effect on Seller.

None of such documents or reports, when filed,

contained any untrue statement of a material fact or

omitted to state a 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, other

than such reports and documents which the failure to

file in such fashion would not reasonably be expected

to have a material adverse effect on Seller.

<PAGE>

(m) Taxes. Except as set forth in Section 3.01(m) of

the Seller Disclosure Schedule, Seller and the Seller

Subsidiaries have timely filed all material returns,

statements, reports and forms (including elections,

declarations, disclosures, schedules, estimates and

information returns) (collectively, the "TAX

RETURNS") with respect to all material federal,

state, local and foreign income, gross income, gross

receipts, gains, premium, sales, use, ad valorem,

transfer, franchise, profits, withholding, payroll,

employment, excise, severance, stamp, occupancy,

license, lease, environmental, customs, duties,

property, windfall profits and all other material

taxes (including any interest, penalties or additions

to tax with respect thereto, individually, a "TAX"

and, collectively, "TAXES") required to be filed with

the appropriate tax authority through the date of

this Agreement. Such Tax Returns are or will be true,

correct and complete in all material respects. Seller

and the Seller Subsidiaries have paid and discharged

all Taxes shown as due on such Tax Returns, other

than such Taxes that are adequately reserved as shown

on the Seller Financial Statements or have arisen in

the ordinary course of business since the Seller

Balance Sheet Date. Except as set forth in Section

3.01(m) of the Seller Disclosure Schedule, neither

the Internal Revenue Service (the "IRS") nor any

other taxing agency or authority, domestic or

foreign, has asserted, is now asserting or, to the

knowledge of Seller, is threatening to assert against

Seller or any of the Seller Subsidiaries any

deficiency or claim for additional Taxes, which

deficiency or claim, if upheld, would reasonably be

expected to have a material adverse effect on Seller.

There are no unexpired waivers by Seller or any of

the Seller Subsidiaries of any statute of limitations

with respect to Taxes. The accruals and reserves for

Taxes reflected in the Seller Financial Statements

are adequate in all material respects for the periods

covered. Seller and the Seller Subsidiaries have

withheld or collected and paid over to the

appropriate Governmental Authorities or are properly

holding for such payment all Taxes required by law to

be withheld or collected, except for such failures to

withhold or collect as would not reasonably be

expected to have a material adverse effect on Seller.

There are no liens for Taxes upon the assets of

Seller or any Seller Subsidiary, other than liens for

current Taxes not yet due and payable and liens that

individually or in the aggregate would not reasonably

be expected to have a material adverse effect on

Seller. Neither Seller nor any of the Seller

Subsidiaries has agreed to make, or is required to

make, any adjustment under Section 481(a) of the

Code. Except as set forth in the Seller SEC Documents

or in Section 3.01(m) of the Seller Disclosure

Schedule, neither Seller nor any Seller Subsidiary is

a party to any agreement, contract, arrangement or

plan that has resulted, or could result, individually

or in the aggregate, in the payment of "excess

parachute payments" within the meaning of Section

280G of the Code. Neither Seller nor any of the

Seller Subsidiaries has ever been a member of an

affiliated group of corporations, within the meaning

of Section 1504 of the Code, other than an affiliated

group of which Seller is or was the

<PAGE>

common buyer corporation. No Tax is required to be

withheld pursuant to Section 1445 of the Code as a

result of the transactions contemplated by this

Agreement.

(n) Property and Title. Section 3.01(n) of the Seller

Disclosure Schedule lists and describes all real

property, and any leasehold interest in real

property, owned or held by Seller or any of the

Seller Subsidiaries and used in the business of

Seller or any of the Seller Subsidiaries

(collectively, the "SELLER REAL PROPERTIES"). The

Seller Real Properties constitute all of the material

real property and interests in real property used in

the businesses of Seller and the Seller Subsidiaries.

Copies of all leases of Seller Real Properties to

which Seller or any of the Seller Subsidiaries is a

party have been provided to Buyer. Such leasehold

interests have not been assigned or subleased. All

Seller Real Properties which are owned by Seller or

any of the Seller Subsidiaries are free and clear of

all mortgages, liens, security interests, defects,

encumbrances, easements, restrictions, reservations,

conditions, covenants, agreements, encroachments,

rights of way and zoning laws, except (i) those set

forth in the Seller SEC Documents or Section 3.01(n)

of the Seller Disclosure Schedule; (ii) easements,

restrictions, reservations, conditions, covenants,

rights of way, zoning laws and other defects and

irregularities in title and encumbrances which do not

materially impair the use thereof for the purposes

for which they are held; (iii) the lien of current

taxes not yet due and payable and (iv) other defects

in title, easements, restrictive covenants and

similar encumbrances that individually or in the

aggregate would not reasonably be expected to have a

material adverse effect on Seller. Seller and the

Seller Subsidiaries own, and are in rightful

possession of, and have good title to, all of the

other assets indicated in the Seller SEC Documents as

being owned by Seller or the Seller Subsidiaries,

free and clear of any charge, mortgage, pledge,

security interest, hypothecation, restriction, claim,

option, lien, encumbrance or interest of any persons

whatsoever except for (i) those described in the

Seller SEC Documents or Section 3.01(n) of the Seller

Disclosure Schedule, (ii) those assets disposed of in

the ordinary course of business consistent with past

practices, (iii) such as are no longer used or useful

in the conduct of its businesses and (iv) defects in

title, easements, restrictive covenants and similar

encumbrances that individually or in the aggregate

would not reasonably be expected to have a material

adverse effect on Seller. The assets of Seller and

the Seller Subsidiaries, taken as a whole, are

adequate to continue to conduct the businesses of

Seller and the Seller Subsidiaries as such businesses

are presently being conducted.

(o) Legal Proceedings. Except as set forth in the Seller

Filed SEC Documents or Section 3.01(o) of the Seller

Disclosure Schedule, there are no actions, suits,

proceedings, claims or investigations pending or, to

the knowledge of Seller and the Seller Subsidiaries,

threatened in any court, before any

<PAGE>

governmental agency or instrumentality or in any

arbitration proceeding (i) against Seller or any of

the Seller Subsidiaries which, if adversely

determined against Seller or any of the Seller

Subsidiaries, would have a material adverse effect on

Seller; or (ii) against or by Seller or any of the

Seller Subsidiaries which, if adversely determined

against Seller or any of the Seller Subsidiaries,

would prevent the consummation of this Agreement or

any of the transactions contemplated hereby or

declare the same to be unlawful or cause the

rescission thereof.

(p) Regulatory Matters. None of Seller, the Seller

Subsidiaries and the respective properties of Seller

and the Seller Subsidiaries is a party to or subject

to any order, judgment, decree, agreement, memorandum

of understanding or similar arrangement with, or a

commitment letter or similar submission to, or

extraordinary supervisory letter from, any court or

federal or state governmental agency or authority,

including any such agency or authority charged with

the supervision or regulation of financial

institutions (or their holding companies) or issuers

of securities or engaged in the insurance of deposits

(including, without limitation, the OTS, the Ohio

Division, the FDIC and the SEC) or the supervision or

regulation of Seller or any of the Seller

Subsidiaries (collectively, the "REGULATORY

AUTHORITIES") that individually or in the aggregate

would reasonably be expected to have a material

adverse effect on Seller. Neither Seller nor any of

the Seller Subsidiaries has been advised by any of

the Regulatory Authorities that any of such

Regulatory Authorities are contemplating issuing or

requesting (or are considering the appropriateness of

issuing or requesting) any such order, judgment,

decree, agreement, memorandum of understanding,

commitment letter, supervisory letter or similar

submission that individually or in the aggregate

would reasonably be expected to have a material

adverse effect on Seller.

(q) No Conflict. Except as disclosed in Section 3.01(q)

of the Seller Disclosure Schedule and subject to the

required adoption of this Agreement by the

shareholders of Seller, the receipt of the required

approvals of Regulatory Authorities and Governmental

Authorities, the expiration of applicable regulatory

waiting periods and the required filings under

federal and state securities laws, the execution,

delivery and performance of this Agreement, and the

consummation of the transactions contemplated hereby,

by Seller and WI Sub do not and will not (i) conflict

with, or result in a violation of, or result in the

breach of or a default (or which with notice or lapse

of time would result in a default) under, any

provision of: (A) any federal, state or local law,

regulation, ordinance, order, rule or administrative

ruling of any administrative agency or commission or

other federal, state or local governmental authority

or instrumentality (each, a "GOVERNMENTAL AUTHORITY")

applicable to Seller or any of the Seller

Subsidiaries or any of their respective properties;

(B) the Articles of Incorporation or Code of

Regulations of Seller, or the

<PAGE>

governing instruments of any of the Seller

Subsidiaries; (C) any material agreement, indenture

or instrument to which Seller or any of the Seller

Subsidiaries is a party or by which it or its

properties or assets may be bound; or (D) any order,

judgment, writ, injunction or decree of any court,

arbitration panel or any Governmental Authority

applicable to Seller or any of the Seller

Subsidiaries, other than, in the case of clauses (A),

or defaults that individually or in the aggregate

would not reasonably be expected to have a material

adverse effect on Seller; (ii) result in the creation

or acceleration of any security interest, mortgage,

option, claim, lien, charge or encumbrance upon or

interest in any property of Seller or any of the

Seller Subsidiaries, other than such security

interests, mortgages, options, claims, liens, charges

or encumbrances that individually or in the aggregate

would not reasonably be expected to have a material

adverse effect on Seller; or (iii) violate the terms

or conditions of, or result in the cancellation,

modification, revocation or suspension of, any

material license, approval, certificate, permit or

authorization held by Seller or any of the Seller

Subsidiaries, other than such violations,

cancellations, modifications, revocations or

suspensions that individually or in the aggregate

would not reasonably be expected to have a material

adverse effect on Seller.

(r) Brokers, Finders and Others. Except for the fees paid

or payable to Friedman Billings Ramsey & Co., Inc.,

Seller's financial advisor ("SELLER'S FINANCIAL

ADVISOR"), there are no fees or commissions of any

sort whatsoever claimed by, or payable by Seller or

any of the Seller Subsidiaries to, any broker,

finder, intermediary, or any other similar person in

connection with effecting this Agreement or the

transactions contemplated hereby, except for ordinary

and customary legal and accounting fees.

(s) Employment Agreements. Except as disclosed in

Section 3.01(s) of the Seller Disclosure Schedule,

neither Seller nor any of the Seller Subsidiaries is

a party to any employment, change in control,

severance or consulting agreement not terminable at

will. Neither Seller nor any of the Seller

Subsidiaries is a party to, bound by or negotiating,

any collective bargaining agreement, nor are any of

their respective employees represented by any labor

union or similar organization. Seller and the Seller

Subsidiaries are in compliance in all material

respects with all applicable laws respecting

employment and employment practices, terms and

conditions of employment and wages and hours other

than with respect to any noncompliance that

individually or in the aggregate would not reasonably

be expected to have a material adverse effect on

Seller, and neither Seller nor any of the Seller

Subsidiaries has engaged in any unfair labor practice

that would reasonably be expected to have a material

adverse effect on Seller.

<PAGE>

(t) Employee Benefit Plans.

(i) Section 3.01(t)(i) of the Seller Disclosure

Schedule contains a complete and accurate

list of all bonus, incentive, deferred

compensation, pension (including, without

limitation, Seller Pension Plans defined

below), retirement, profit-sharing, thrift,

savings, employee stock ownership, stock

bonus, stock purchase, restricted stock,

stock option, severance, welfare (including,

without limitation, "welfare plans" within

the meaning of Section 3(1) of the Employee

Retirement Income Security Act of 1974, as

amended ("ERISA")), fringe benefit plans,

employment or severance agreements and all

similar practices, policies and arrangements

maintained or contributed to (currently or

within the last six years) other than those

described in Department of Labor ("DOL") Reg.

Sections 2510.3-1(b) through (k), 2510.3-2(d)

and 2510.3-3(b) by (A) Seller or any of the

Seller Subsidiaries and in which any employee

or former employee (the "EMPLOYEES"),

consultant or former consultant (the

"CONSULTANTS"), officer or former officer

(the "OFFICERS"), or director or former

director (the "DIRECTORS") of Seller or any

of the Seller Subsidiaries participates or to

which any such Employees, Consultants,

Officers or Directors either participate or

are parties or (B) any Seller ERISA Affiliate

(as defined below) (collectively, the

"COMPENSATION AND Benefit PLANS"). However,

Compensation and Benefit Plans does not

include plans, funds, programs, policies,

practices or procedures that are maintained

or funded (A) by Employees, Consultants,

Officers or Directors for their own benefit

or for the benefit of their employees, such

as individual retirement arrangements or

plans described in Code Section 401(a)