CERTIFICATE OF DEPOSIT ASSUMPTION AGREEMENT

Exhibit 10.126

CERTIFICATE OF DEPOSIT ASSUMPTION AGREEMENT

Dated as of

November 11, 2004

Between

GEAUGA SAVINGS BANK

And

PAN AMERICAN BANK FSB

CERTIFICATE OF DEPOSIT ASSUMPTION AGREEMENT , dated as of November 11, 2004, between Geauga Savings Bank, an Ohio state chartered savings bank in Newbury, Ohio (“Purchaser”), and Pan American Bank, FSB, a federal savings bank (“Seller”).

RECITALS

A. Seller . Seller is a federal savings bank with its principal executive offices located in Burlingame, California.

B. Purchaser . Purchaser is a FDIC insured, Ohio state chartered savings bank, with its principal executive offices located in Newbury, Ohio.

C. The Transactions . Pursuant to the terms and conditions set forth below, Purchaser desires to assume and receive from Seller, and Seller desires to transfer to Purchaser, the internet deposit liabilities of Seller and cash equaling the principal and accrued interest on the assumed deposit liabilities (the “Business”).

NOW, THEREFORE , in consideration of their mutual promises and obligations and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

1.1 Certain Definitions . As used in this Agreement, the terms below shall have the meanings set forth below.

“Accrued Interest” on any deposit at any date means interest that is accrued on such deposit to such date and not yet posted to such deposit accounts or paid to the depositor.

“Affiliate” of a person means any person directly or indirectly controlling or controlled by or under direct or indirect common control with such person.

“Agreement” means this Certificate of Deposit Assumption Agreement, including all schedules, exhibits and addenda as modified, amended or extended from time to time.

“Assumed Deposits” means all Money Desk CDs existing on the Closing Date and assumed by Purchaser as of the Closing as referenced on Exhibit A hereto.

“Bank Merger Act” means Section 18(c) of the Federal Deposit Insurance Act, as amended.

“Brokered Deposits” shall mean deposits which if assumed by Purchaser may be classified as “brokered deposits” by Purchaser’s regulators.

“Business” shall have the meaning specified in Recital C.

“Business Day” means a day on which Seller is open for business and which is not a Saturday or Sunday.

“Cash” means the face amount of the Money Desk CDs as of the Closing.

“Closing” and “Closing Date” refer to the closing for the assumption of the Business to be held at such time and date as provided for in Article 10 hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“FDIC” means the Federal Deposit Insurance Corporation.

“Information” shall have the meaning set forth in Section 7.2(b).

“Losses” means losses, liabilities, damages (including forgiveness or cancellation of obligations), expenses, costs and legal fees and disbursements collectively.

“Material Adverse Effect” means a material adverse effect on the conditions, financial or otherwise, results of operations or prospects of the Business, or on the consummation of the transactions contemplated hereby.

“Money Desk CDs” mean, as of any date, the principal amount and accrued but unpaid interest of certificates of deposit booked by Seller through the internet, provided, however , that Money Desk CDs shall not include any deposit liabilities which, by law or contract (including the terms of any relevant deposit agreement), either Purchaser is not permitted to assume or Seller is not permitted to sell, transfer, assign or otherwise dispose of.

“Purchase Premium” means the principal amount of the Money Desk CDs multiplied by 34 basis points, plus accrued interest.

“Records” means all records and original documents in Seller’s possession which pertain to and are utilized by Seller to administer, reflect, monitor, evidence or record information respecting the Business and the Money Desk CDs.

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“Regulatory Approvals” means all approvals, permits, authorizations, waivers or consents of governmental agencies or authorities necessary or appropriate to permit consummation of the transactions contemplated herein and includes, without limitation, approval of the FDIC under the Bank Merger Act, and expiration of any applicable waiting period provided for in the Bank Merger Act without commencement of any action challenging Purchaser’s assumption of the Assumed Deposits hereunder by the United States Department of Justice.

“Statement” means the statement reflecting the Cash and Money Desk CDs to be transferred at the Closing, plus the Purchase Premium, all calculated as of 10:00 a.m. pacific standard time on the Closing Date. The Statement shall be prepared by Seller, in consultation with Purchaser.

“Taxes” means any federal, state or local taxes, including but not limited to taxes on or measured by income, estimated income, franchise, capital stock, employee withholding, non-resident alien withholding, backup withholding, social security, occupation, unemployment, disability, value added taxes, taxes on services, real property, personal property, sales, use, excise, transfer, gross receipts, inventory and merchandise, business privilege, and other taxes or governmental fees or charges or amounts required to be withheld and paid over to any government in respect of any tax or governmental fee or charge, including any interest, penalties, or additions to tax on the foregoing whether or not disputed.

“Transactions” shall have the meaning set forth in Section 9.1(d).

ARTICLE 2

THE TRANSACTIONS

2. Transfer and Consideration . Subject to the terms and conditions set forth in this Agreement, at the Closing Purchaser shall assume the Assumed Deposits and the obligation to pay the Accrued Interest thereon, and receive the Cash (including all accrued but unpaid interest as of Closing) plus the Purchase Premium as set forth on the Statement (subject to any adjustments pursuant to Section 2.2 or 8.4, if applicable), and Seller shall pay and deliver the Cash plus the Purchase Premium to Purchaser, and assign, transfer, convey and deliver to Purchaser all of Seller’s right, title and interest in and to the Assumed Deposits.

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ARTICLE 3

LIMITATION OF LIABILITIES ASSUMED

3.1 Limitation of Liabilities Assumed . Except as otherwise expressly provided in this Agreement, neither Purchaser nor any of its Affiliates shall assume pursuant hereto any liabilities, obligations or duties of Seller or any of its Affiliates of any kind or nature, whether or not accrued or fixed, absolute or contingent, determined or determinable (including, without limitation, any penalties, fines or compensatory or punitive damages of any kind whatsoever), existing at the time of or arising out of or relating to acts, events or omissions to act that occurred at or prior to the Closing. Seller shall retain and duly perform any and all such liabilities, obligations or duties other than those for and arising out of, the Assumed Deposits to the extent expressly provided otherwise under this Agreement.

ARTICLE 4

TRANSITIONAL MATTERS

4.1 Certain Procedures . Promptly after the execution of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable procedures for transaction settlement and data processing services, to the extent necessary for orderly consummation of the transactions contemplated hereby. The agreed upon procedures will be documented by memorandum or other written form. If Purchaser elects to conduct an automatic data processing conversion, each party shall bear its own costs in connection with such conversion.

4.2 Customers . To the extent required by applicable law or regulation, after execution of this Agreement and prior to Closing, Seller and Purchaser shall, either individually or jointly, notify the depositors of the Money Desk CDs of the transactions contemplated hereby. As promptly as practicable following Closing, each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to such depositors of the Assumed Deposits and other persons that Seller or Purchaser, as the case may be, is required to give by any regulatory authority having jurisdiction, or under applicable law or the terms of any other agreement between Seller and any customer in connection with the transactions contemplated hereby. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser.

4.3 Assumption of Obligations . Following the Closing, Purchaser shall assume and thereafter timely discharge any and all of the duties and obligations of Seller with respect to the Assumed Deposits not retained by the Seller and arising after the Closing, including but not limited to, those which may arise under account agreements, applicable laws, regulations, Operating Circulars of the Federal Reserve Banks, agreements and rules of automated clearing houses and other payment systems which relate thereto.

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4.4 Maintenance of Records . Through the Closing Date, Seller will maintain the Records relating to the Money Desk CDs in accordance with safe and sound banking practices and in a manner consistent with past practice, which is understood by Seller to be generally in accordance with GAAP. On the Closing Date, Seller shall assign, transfer, and deliver to the Purchaser all Records relating to the Assumed Deposits. The Purchaser agrees that it shall retain, for as long as may be required by applicable law and in accordance with customary business practices, all of the Records for the joint benefit of itself and the Seller. From and after the Closing Date, Purchase shall provide Seller reasonable access to any applicable Records in such party’s possession relating to matters arising on or before the Closing Date and reasonably necessary in connection with any claim, action, litigation or other proceeding involving the Assumed Deposits and the party requesting access to such Records.

4.5 Interest Reporting and Withholding .

(a) Purchaser shall report to the applicable taxing authorities and holders of Assumed Deposits, with respect to all periods on and after January 1 of the year in which the Closing Date shall occur, all interest credited to, withheld from and early withdrawal penalties imposed upon the Assumed Deposits. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date shall be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. On the Closing Date, Seller shall: (1) provide Purchaser with all requisite interest reporting and withholding documentation so that Purchaser may discharge its obligations under this paragraph; and (2) pay to Purchaser that portion of any sums withheld by Seller from any Assumed Deposits which are or may be required to be remitted by Purchaser pursuant to the foregoing. Seller shall directly remit to the applicable governmental agency that portion of any such sums that are required to be remitted by Seller.

(b) Purchaser shall be responsible for delivering to payees all IRS notices with respect to information reporting and tax identification numbers required to be delivered for the year in which the Closing Date will occur with respect to the Assumed Deposits. Seller shall provide all such information it has to assist Purchaser in fulfilling its responsibility hereunder.

(c) Purchaser will make all required reports to applicable Tax or other governmental authorities, with respect to all periods on and after January 1 of the year in which the Closing Date shall occur, concerning all interest and points received by the Purchaser and Seller , to the extent such information has been provided by seller.

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(d) At Purchaser’s option, Seller shall cause DHI Computing Service, Inc. to provide its reporting and other services to Purchaser for the year 2004 to allow Purchaser to perform its obligations hereunder.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants as follows:

5.1 Corporate Organization and Authority . Seller is a federally chartered savings bank, duly organized, validly existing and in good standing under the laws of the United States of America and has the requisite power and authority to conduct the business now being conducted at its banking offices, and to accept and maintain the Money Desk CDs and Assumed Deposits. Seller is a member of SAIF and the Money Desk CDs and Assumed Deposits maintained at its banking offices are insured by SAIF, subject to applicable FDIC coverage limitations. Seller has the requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement is a valid and binding agreement of Seller enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

5.2 No Conflict; Licenses and Permits; Compliance with Laws and Regulations . The execution, delivery and performance of this Agreement by Seller does not, and will not, (i) violate any provision of its charter or by-laws or (ii) violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any court, government or governmental agency to which Seller is subject or under any agreement or instrument of Seller, or to which Seller is subject or is a party or by which Seller is otherwise bound, or to which any of the Money Desk CDs are subject, which violation, breach, contravention or default referred to in this clause would have a Material Adverse Effect, individually or in the aggregate. Seller has all material licenses, franchises, permits, certificates of public convenience, orders and other authorizations of all federal, state and local governments and governmental authorities necessary for the lawful conduct of its business at its banking offices as now conducted and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto.

5.3 Approvals and Consents . Except as required to obtain the Regulatory Approvals, no notices, reports or other filings are required to be made, as of the date hereof, by Seller with, nor are any consents, registrations, approvals, permits or

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authorizations required to be obtained, as of the date hereof, by Seller from, any governmental or regulatory authorities in connection with the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby.

5.4 Litigation and Liabilities . To Seller’s knowledge, no action, suit, proceeding or investigation is pending, or threatened against Seller at law, in equity or otherwise, in, before or by any court or governmental agency or authority, related to the Money Desk CDs or the Assumed Deposits and for which no insurance coverage is maintained by Seller. There is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened against Seller at law, in equity or otherwise, in, before, or by any court or governmental agency or authority related to the Money Desk CDs. There are no unsatisfied judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court, an administrative agency or by an arbitrator) against Seller or any of its subsidiaries or against any of its or their properties, assets or businesses that, if resolved adversely would, individually or in the aggregate, have a Material Adverse Effect. Seller shall provide Purchaser with a schedule at Closing listing any such items described in this section.

5.5 Regulatory Matters . There are no pending, or, to the knowledge of Seller, threatened, disputes or controversies between Seller and any federal, state or local governmental authority that, individually or in the aggregate, directly involve or reasonably could be expected to have a Material Adverse Effect.

5.6 Brokers’ Fees . Except for Pimco Advisors CD Distributors, LLC, (whose fee shall be paid by Seller), Seller has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement.

5.7 Compliance With Laws . The Business has been conducted in substantial compliance with all federal, state and local laws, regulations and ordinances applicable thereto, except for any failures to comply that would not, individually or in the aggregate, result in a Material Adverse Effect, and Seller has not been in violation of the Bank Secrecy Act, the USA Patriot Act, or their related statutes and regulations.

5.8 Agreements with Regulatory Authorities . Seller is not a party to any written order, decree, agreement or memorandum of understanding with, or commitment letter or similar submission to, any federal or state governmental agency or authority charged with the supervision or regulation of depository institutions or engaged in the insurance of deposits nor has Seller been advised by any such regulatory authority that such authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter of submission, which order, decree, agreement, memorandum of understanding, commitment letter or submission either (i) could reasonably be expected to prevent or impair the ability of Seller to perform its obligations under this Agreement in any material respect, or (ii) could impair the validity or consummation of this Agreement or the transactions contemplated hereby.

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5.9 Books and Records . Since December 31, 2000, the books, accounts and records re