PURCHASE AND ASSUMPTION AGREEMENT

Exhibit 2

PURCHASE AND ASSUMPTION AGREEMENT

by and between

THE COMMERCIAL SAVINGS BANK

and

EMERALD BANK

Dated as of May 12, 2008

Table of Contents

		PAGE
1. Purchase And Assumption			1
1.01 General			1
1.02 Transfer of Assets			1
1.03 Acceptance and Assumption			2
1.04 Payment of Funds			3
2. Conduct Of The Parties Prior To Closing			4
2.01 Covenants of SELLER			4
2.02 Covenants of Both Parties			6
3. Representations And Warranties			8
3.01 Representations and Warranties of SELLER			8
3.02 Representations and Warranties of BUYER			11
4. Actions Respecting Employees And Pension And Employee Benefit Plans			11
4.01 Office Employees			11
4.02 Transferred Employees			12
4.03 No Additional Contract Rights			12
4.04 Actions to be Taken by SELLER			12
5. Conditions Precedent To Closing			13
5.01 Conditions to SELLER’s Obligations			13
5.02 Conditions to BUYER’s Obligations			14
5.03 Non-Satisfaction of Conditions Precedent			16
5.04 Waiver of Conditions Precedent			16
6. Closing			17
6.01 Closing and Closing Date			17
6.02 SELLER’s Actions at Closing			17
6.03 BUYER’s Actions at Closing			18
6.04 Non-Waiver of Rights			18
6.05 Methods of Payment			18
6.06 Availability of Closing Documents			18
6.07 Effectiveness of Closing			19
7. Certain Transitional Matters			19
7.01 Transitional Action by BUYER			19
7.02 Transitional Actions by SELLER			20
7.03 Effect of Transitional Action			23
8. General Covenants And Indemnification			23
8.01 Confidentiality Obligations of BUYER			23
8.02 Confidentiality Obligations of SELLER			24
8.03 Indemnification			24
8.04 Further Assurances			24
8.05 Solicitation of Customers			25
8.06 Establishment of Facilities by SELLER			25
9. Termination			25
9.01 Termination by Mutual Agreement			25
9.02 Termination by SELLER			25
9.04 Notice of Termination			26

		PAGE
9.05 Effect of Termination			26
10. Miscellaneous Provisions			27
10.01 Expenses			27
10.02 Certificates			27
10.03 Waivers			27
10.04 Notices			27
10.05 Parties in Interest; Assignment; Amendment			28
10.06 Headings			28
10.07 Terminology			29
10.08 Press Releases			30
10.09 Entire Agreement			31
10.10 Governing Law			31
10.11 Attorneys’ Fees			31
10.12 Counterparts			31

 ii

PURCHASE AND ASSUMPTION AGREEMENT

     This Agreement (“Agreement”), made this 12th day of May, 2008, by and between THE COMMERCIAL SAVINGS BANK , with its principal office in Upper Sandusky, Ohio, (hereinafter called “SELLER”) and EMERALD BANK , with its principal office in Dublin, Ohio, (hereinafter called “BUYER”).

     In consideration of the mutual promises hereinafter contained and other good and valuable consideration, the parties hereto do, as to those portions of this Agreement to which each party is specifically set out as a party agreeing to and being bound thereby, agree as follows:

1. PURCHASE AND ASSUMPTION.

     1.01 General . At the Closing, as defined in Section 6.01 hereof, BUYER shall purchase and SELLER shall sell certain Assets relating to SELLER’s branch office located at 17 N. State Street, Westerville, Ohio, 43081 (the “Office”), pursuant to the terms and conditions set forth herein. The Assets of the Office, as more fully described in Section 1.02 hereof, are hereinafter referred to as the “Assets.” At the Closing, BUYER shall assume the “Deposit Liabilities” (as hereinafter defined) relating to the Office. The acquisition by BUYER from SELLER of such Assets and the assumption of Deposit Liabilities of the Office pursuant to the terms and conditions set forth herein is sometimes referred to herein as the “Acquisition.”

     1.02 Transfer of Assets . Subject to the terms and conditions of this Agreement, SELLER shall assign, transfer, convey, and deliver to BUYER, on and as of the close of business on the Closing Date, as defined in Section 6.01 hereof, the Assets, which shall consist of the following:

     a. Owned Real Estate . All right, title, and interest of SELLER in and to the real estate owned in fee simple by SELLER on which the Office is situated, as described in attached Schedule A , together with all of SELLER’s rights in and to all improvements thereon (the “Owned Real Estate”) on an “as is” basis, subject to Buyer’s rights to inspection under § 5.02(g);

     b. Furniture, Fixtures, and Equipment . All of SELLER’s right, title, and interest in and to the furniture, fixtures, and equipment owned by SELLER and located at the Office, as listed on and subject to any exceptions noted in Schedule B attached hereto (the “Fixed Assets”) together with any manufacturer’s warranties thereon that are assignable and that are in effect, excluding signs and posters of SELLER. The Fixed Assets are being sold by SELLER to BUYER on an “as is” basis as of the date of execution of this Agreement.

     c. Loans . All loans identified on Schedule D, dated May 12, 2008, including accrued interest, and overdraft lines of credit related to any Deposit Liability. Schedule D shall be updated to the Closing for all Deposit Liabilities and credits associated with

Deposit Liabilities attributed to the Office, arising or terminating after the date of Schedule D and before the Closing.

     d. Records of the Office . Subject to the remainder of this subsection, all records (the “Records”) related to Assets transferred hereunder, including but not limited to Deposit Liabilities, records of vault and lock combinations, and those records that are reasonably required to conduct the business of the Office or comply with all applicable laws or regulations.

     e. Contracts or Agreements . All of SELLER’s right, title, interest, and obligations under the maintenance and service agreements attributable to the Office as are listed in Schedule C , provided the same are assignable (the “Assigned Contracts”).

     f. Cash on Hand . All cash on hand at the Office as of the close of business on the Closing Date.

     1.03 Acceptance and Assumption . Subject to the terms and conditions of this Agreement, on and as of the close of business on the Closing Date BUYER shall:

     a. Assets . Receive and accept all of the Assets assigned, transferred, conveyed, and delivered to BUYER by SELLER pursuant to this Agreement as identified in Section 1.02 above, including the assumption and thereafter the discharge of all SELLER’s obligations and duties relating to the Assigned Contracts pursuant to an assignment and assumption of contracts in substantially the form set forth in Schedule E hereto; and

     b. Deposit Liabilities . Assume and thereafter discharge all of SELLER’s obligations and duties relating to the assignment and assumption of “Deposit Liabilities” (as hereinafter defined) pursuant to an assignment and assumption of Deposit Liabilities in substantially the form set forth in Schedule F hereto. The term “Deposit Liabilities” means all of SELLER’s obligations, duties, and liabilities of every type and character relating to all deposit accounts which, as reflected on the books of SELLER as of the close of business on the Closing Date, are attributable to the Office as identified in Schedule R. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “Deposit Accounts”) include, without limitation, NOW accounts, checking accounts, passbook accounts, statement savings accounts, money market accounts, and certificates of deposit. With regard to Individual Retirement Accounts (“IRAs”) included within the Deposit Accounts, SELLER and BUYER agree that SELLER has on or prior to the date of execution of this Agreement delivered to BUYER a list of its IRA accounts.

     c. Other Liabilities . Fully and timely perform and discharge, as the same may be or become due, all additional liabilities and obligations of SELLER, if any, including, without limitation, deferred expenses which are (i) reflected on the books of SELLER as being attributable to the Office as of the close of business on the Closing Date and (ii) disclosed to BUYER in writing 20 days prior to the Closing, but only to the

extent attributable to the Assets sold, assigned, or transferred to BUYER by SELLER pursuant to this Agreement and only to the extent arising by reason of BUYER’s use or ownership of such Assets after the close of business on the Closing Date.

     1.04 Payment of Funds . Subject to the terms and conditions hereof:

     a. Acquisition Consideration . SELLER shall make available and transfer to BUYER, in the manner specified in Section 6.05 hereof, funds equal to

(i)

the sum of

(A) the amount of the aggregate balance of all unpaid Deposit Liabilities (including interest posted or accrued to such accounts as of the close of business on the Closing Date) plus

(B) the amount of the deferred expenses prorated as of the close of business on the Closing Date;

The sum determined under this subclause (i) is subject to adjustment at the Closing in the manner specified in Section 6.05 hereof.

(ii)

less an amount equal to the sum of the following;

(A) six percent (6.0%) of the aggregate amount of Total Deposits (as hereinafter defined) (the “Deposit Premium”); “Total Deposits” means the aggregate amount of the deposits as of the close of business on the Closing Date, including accrued and unpaid interest thereon through the close of business on the Closing Date;

(B) the book value of all Loans, plus accrued and unpaid interest thereon, computed as of the close of business on the Closing Date; and

(C) the amount of Cash on Hand at the Office transferred to BUYER, as of the close of business on the business day immediately preceding the Closing Date; and

(D) the net book value of the Owned Real Estate and the Furniture, Fixtures, and Equipment, as of the Closing Date.

In the event that the amount equal to the sum determined under subclause (ii) above exceeds the amount equal to the sum determined under subclause (i), the full amount of such excess shall constitute an amount due from BUYER to SELLER and shall

be paid to SELLER at the Closing in the manner specified in Section 6.05 hereof. The Acquisition Consideration shall in no way change as a result of any inflow or outflow of Deposit Liabilities maintained at the Office following the Closing Date.

     b. Proration of Certain Expenses . All prepaid expenses and all deferred expenses shall be prorated between BUYER and SELLER as of the close of business on the Closing Date; provided, however, that all utility payments shall be prorated on the basis of the best information available at Closing. All prorations shall be paid on the Closing Date to the party entitled to the benefit of the proration; provided, however, that in the event that any prorations cannot be calculated as of the Closing, a post-closing adjustment shall be made in the manner specified in Section 6.05 hereof.

     c. Allocation and Reimbursement of Real Estate Expenses . The following expenses relating to the Owned Real Estate shall be allocated to and borne by the party specified below notwithstanding the failure of this Agreement to close:

     (i) Survey costs — BUYER

     (ii) Conveyance and transfer fees — SELLER

     (iii) Title insurance policy premiums, including endorsements listed in § 10.07c.(i) — SELLER

     (iv) Recording fees — BUYER

     (v) Title insurance commitment fees — SELLER

2.  CONDUCT OF THE PARTIES PRIOR TO CLOSING .

     2.01 Covenants of SELLER . SELLER hereby covenants with BUYER that, from the date hereof until the Closing, it will do or cause the following to occur:

     a. Operation of the Office . The SELLER shall (i) conduct the business of the Office substantially in the same manner as heretofore conducted, (ii) use its best efforts to prevent harm or damage to the reputation of the Office, (iii) maintain all of the property at the Office in customary repair, order, and condition, excepting reasonable wear and tear and damage by fire, the elements, or other casualty, (iv) maintain its books, accounts, and records concerning the Office in the ordinary and usual manner on a basis consistent with prior years, (v) comply in all material respects with all laws applicable to the conduct of its business, (vi) not grant the holder of any Deposit Account an exemption from any applicable cash reporting requirements imposed by law, and (vii) not increase or agree to increase the salary, remuneration, or compensation of any of SELLER’s employees located at the Office, except for increases that are granted in the ordinary course of SELLER’s business provided that no such increase shall be in excess of 4.5% on average of such employees’ salaries for management personnel and 2.5% on average for staff personnel; and SELLER shall not, without the prior consent of BUYER, (i) pay interest rates on any Deposit Accounts so as to cause a material reduction or increase in the existing Deposit Accounts, (ii) sell, mortgage, subject to lien, pledge, encumber, or otherwise dispose of any of the Assets of the Office otherwise than in the ordinary course

of business, (iii) extend, terminate, or materially amend any provision of any of the Assigned Contracts relating to the Office, or (iv) change interest rates on any Deposit Liability except in response to prevailing market rates offered by in-market locally-based competitors.

     b. Information Concerning and Access to the Office . SELLER shall furnish BUYER with copies of the monthly balance and yield reports of the Office and of the Deposit Liabilities identified on Schedule R within five days of the date such reports are completed. Furthermore, SELLER shall permit officers and authorized representatives of BUYER access upon reasonable notice to SELLER to inspect the Office and to interview SELLER’s employees during normal business hours or at such other time mutually agreed upon by both parties, and to permit BUYER to make or cause to be made such reasonable investigation of information and materials relating to the financial condition of Assets and liabilities of the Office including general and subsidiary ledgers, deposit records, audit reports, and any other information concerning the business, property, and personnel of the Office as BUYER reasonably deems necessary; provided, however, that such access and investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere with the normal operations of the Office; and provided further, that nothing in this Section 2.01(b) shall be deemed to require SELLER to breach any obligation of confidentiality or to reveal any proprietary information, trade secrets, marketing, strategic plans, or information not related to the transaction contemplated by this Agreement. Furthermore, if necessary, SELLER will permit BUYER access upon reasonable notice to SELLER to install any necessary equipment during the 20 days immediately prior to the Closing which access and installation shall not interfere with the normal operations of the Office, and if the Acquisition should not be consummated for any reason, BUYER shall remove such equipment and restore the property to its condition prior to such installation.

     c. Title Commitment for Real Estate . SELLER shall deliver to BUYER, not later than thirty (30) days after the date hereof, with respect to the Owned Real Estate, a commitment (the “Title Commitment”) having an effective date as near as reasonably feasible to the date of delivery of such Title Commitment from a title insurance company authorized to do business in Ohio designated by SELLER and reasonably satisfactory to BUYER in an amount reasonably satisfactory to BUYER (but not in excess of the fair market value of the Owned Real Estate as of the date of this Agreement) setting forth as exceptions to title to the Owned Real Estate only the Permitted Exceptions as defined in Section 10.07(c) and other matters which shall be removed from title or insured over at Closing. If a Title Commitment delivered pursuant to this Section 2.01(c) discloses title exceptions other than Permitted Exceptions, SELLER shall have forty-five (45) days from the date of delivery thereof (but no later than the Closing Date) to have such exceptions cleared and removed from such Title Commitment, or to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions by an endorsement in form and substance reasonably satisfactory to BUYER. If the exceptions are not removed or endorsement over the exceptions is not obtained, BUYER may elect not to purchase the affected real estate upon notice to SELLER within fifteen (15) days after the expiration of the 45-day cure period, or may elect to take title

notwithstanding the exceptions with the right to satisfy from the Acquisition Consideration liens or encumbrances of a definite or ascertainable amount. As soon as practicable, but in no event later than forty-five (45) days after the date of this Agreement, BUYER may, at its sole cost and expense, acquire a current survey of the Owned Real Estate with easements, encroachment and other encumbrances platted. The survey shall be conducted in a manner that does not interfere with or otherwise prevent the performance of the normal operations and activities of the Office.

          d. Creation of Liens and Encumbrances . SELLER shall not voluntarily create any easements or restrictions affecting the Owned Real Estate.

          e. Condemnation . In the event SELLER is notified of any pending or threatened condemnation proceeding relating to the Owned Real Estate, SELLER will notify BUYER thereof and SELLER and BUYER shall cooperate in responding to any such proceeding so as not to prejudice the rights of BUYER and SELLER to recover in such proceedings.

2.02 Covenants of Both Parties .

a. Regulatory Applications .

(i) The BUYER shall, within 30 days following the date of this Agreement, prepare and file all applications, as required by law, with the appropriate federal and state regulatory authorities requesting approval for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 hereof and to effect in all other respects the transactions contemplated hereby (the “Regulatory Approvals”). The BUYER agrees to (i) make draft copies of the applications (except for any confidential portions thereof) available to the SELLER and its counsel a reasonable time prior to filing, (ii) process the applications in a diligent manner, (iii) request confidential treatment by the appropriate federal or state regulatory authority of all non-public information submitted in the applications, (iv) provide the SELLER and its counsel promptly with a copy of the applications as filed (except for any confidential portions thereof) and all material notices, orders, opinions, correspondence and other documents with respect thereto, and (v) use its best efforts to obtain all Regulatory Approvals.

(ii) The SELLER shall, as soon as is practicable after filings under (i), notify the appropriate federal and state regulatory authorities of its intent to terminate operation of the Office and to consummate the transactions contemplated hereby and thereafter shall (i) comply with the normal and usual requirements imposed by such regulatory authorities applicable to effectuate such transactions and (ii) use its best efforts to obtain any required permission of such regulatory authorities to cease operating the Office.

     b.  Best Efforts . SELLER hereby covenants to BUYER and BUYER hereby covenants to SELLER that, from the date hereof until the Closing, that each party shall

use its best efforts to take, or cause to be taken, all actions necessary, proper, or advisable to consummate the Acquisition and each party shall cooperate fully with the other party in obtaining any consents, approvals, permits, or authorizations which are required to be obtained pursuant to any federal or state law, or any federal or state regulation thereunder, for or in connection with the transactions described and contemplated in this Agreement.

     c.  Environmental Matters. BUYER and SELLER mutually agree that this Section 2.02(c) is intended to constitute the complete and exclusive understanding between parties with respect to all environmental matters.

	(1)		Environmental Covenants. SELLER shall provide BUYER an Environmental Assessment as defined in Section 10.07 by an independent environmental engineer or consultant selected by BUYER and reasonably acceptable to SELLER (the “Environmental Consultant”). SELLER and BUYER shall each pay 1 / 2 of the cost of the Environmental Assessment. The Environmental Assessment shall be conducted and completed as soon as is reasonably practicable but in no event later than forty-five (45) days after the date of this Agreement.
	(2)		Results of Environmental Assessment; Procedure. If the Environmental Assessment Report discloses a violation of any Environmental Law, as defined in Section 10.07, payment of the costs for remediation of the violation (“Remedial Action”) shall be as follows: If the Environmental Consultant determines in writing that the costs of Remedial Action will be equal to or less than $10,000, then the estimated costs of the Remedial Action shall be added to the funds that SELLER is required to make available to BUYER at Closing under § 1.04, and BUYER shall be responsible for completing the Remedial Action. If the Environmental Consultant determines in writing that the costs of Remedial Action will be greater than $10,000, then at SELLER’s option in its absolute discretion,

	[i]		the estimated costs of remediation shall be added to the funds that SELLER is required to make available at Closing under § 1.04, and BUYER shall be responsible for completing remediation of the violation; or,
	[ii]		take such Remedial Action so that an Environmental Site Assessment Report can be issued that indicates or reflects that such violation has been remedied in all material respects to reasonable satisfaction of the BUYER, and the Owned Real Estate shall be transferred from SELLER to BUYER in accordance with the terms of this Agreement; or
	[iii]		determine not to take any Remedial Action, in which case BUYER may, at its option:

	a)		complete the purchase of the Owned Real Estate, notwithstanding the results of the Environmental Assessment; or
	b)		terminate this Agreement. Any such termination by BUYER shall neither create nor result in any liability of BUYER or SELLER.

          SELLER is under no obligation to take (or cause to be taken) any Remedial Action pursuant to this Agreement or otherwise and the failure of SELLER to take (or cause to be taken) any such Remedial Action shall neither create nor result in any liability of SELLER to BUYER. If SELLER determines not to take any Remedial Action, BUYER’s rights are solely those set forth in this subparagraph (c)(2).

3. REPRESENTATIONS AND WARRANTIES.

    3.01 Representations and Warranties of SELLER . SELLER represents and warrants to BUYER as follows:

     a. Good Standing and Power of SELLER. SELLER is an Ohio-chartered nonmember bank duly organized, validly existing, and in good standing under the laws of the State of Ohio with corporate power to enter into and perform this Agreement, own its properties, and to carry on its business as presently conducted and the deposits of which are insured by the Federal Deposit Insurance Corporation (the “FDIC”).

     b. Authorization of Agreement. The execution and delivery and performance of this Agreement, and the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of SELLER, and this Agreement is a valid and binding obligation of SELLER.

     c. Effective Agreement . Subject to the receipt of any and all necessary Regulatory Approvals and required consents, the execution, delivery, and performance of this Agreement by SELLER, and the consummation of the transactions contemplated hereby, will not conflict with, result in the breach of, constitute a violation or default, result in the acceleration of payment or other obligations, or create a lien, charge, or encumbrance, under any of the provisions of the Articles of Incorporation or Code of Regulations or Bylaws of SELLER, under any judgment, decree, or order, under any law, rule, or regulation of any government or agency thereof, or under any contract, agreement, or instrument to which SELLER is subject, where such conflict, breach, violation, default, acceleration, or lien would have a material adverse effect on the Assets or SELLER’s ability to perform its obligations hereunder.

     d. IRA Documentation . The form of master plan agreement for individual retirement accounts, annexed hereto as Schedule G , and the related Individual Retirement Account Disclosure Statement, annexed hereto as Schedule H , constitute the form of the

documents establishing the trustee or custodial arrangement in connection with all IRAs maintained at the Office. No consent of any owner of an IRA is required to effect the transfer of any IRA account to be transferred to BUYER under Section 1.03(b) hereof. If, however, any such consents shall prove to be necessary, SELLER shall, at its own expense, use its best efforts to obtain such consents prior to the Closing Date. To the extent necessary consents to effect transfers of IRAs are not obtained, such accounts shall not be included in the Deposit Accounts transferred to BUYER hereunder.

     e. Title to Assets . SELLER is the sole owner of each of the Assets free and clear of any mortgage, lien, encumbrance, or restriction of any kind or nature other than Permitted Exceptions as to the Owned Real Estate.

     f. Taxes. All federal, state and local payroll, withholding, property, sales, use, and transfer taxes, if any, which are due and payable by SELLER relating to the Office prior to the Closing Date shall be paid in full as of the Closing or SELLER shall have made appropriate provision for such payment in accordance with ordinary business practices. Any claims for refunds of taxes which have been paid by SELLER shall remain the property of SELLER.

     g. Third-Party Claims. There is no investigation, action, arbitration, suit, proceeding, or claim, pending or, to the best of SELLER’s knowledge, threatened against SELLER which could have a material adverse effect on the consummation of the Acquisition or on the aggregate value of the Office, the Assets being purchased, or the liabilities being assumed hereunder before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign.

     h. No Violation of Laws. To SELLER’s knowledge, SELLER has complied in all material respects will all statutes and regulations applicable to the conduct of its business at the Office, and SELLER has not received notification from any agency or department of federal, state, or local government (1) asserting a violation of any such statute or regulation, (2) threatening to revoke any license, franchise, permit, or government authorization, (3) asserting that SELLER is in “default” or “in danger of default” (within the meaning of those terms as used in 12 USC Section 1813(x)) or otherwise threatening the appointment of a conservator or receiver for SELLER, or (4) restricting or in any way limiting its operations.

     i. No Adverse Change . There has been no material adverse change in the business, operation, or Assets of the Office since March 31, 2008.

     j. Status of Deposit Accounts . As of the latest practicable date prior to the execution of this Agreement, Schedule I accurately describes all deposit account services offered at the Office and Schedule R accurately describes all Deposit Accounts at the Office, and SELLER has custody of all documents related to the Deposit Accounts. To SELLER’s knowledge, all Deposit Accounts are insured to the maximum amount

permissible by the FDIC and are valid accounts in conformity with applicable laws and regulations.

     k. Union Contracts . SELLER is not a party to any contract or arrangement with any union relating to the business conducted at the Office and is not aware of any pending organization efforts by any union at the Office.

     l. Assigned Contracts . At the time of Closing, there will be no material default by the SELLER in the payment or performance of any material obligations under the Assigned Contracts.

     m. Cash Reporting Requirements . Except as disclosed on Schedule J hereto, as of the date of the Agreement, SELLER has not granted the holder of any Deposit Account an exemption from any applicable cash reporting requirements imposed by law.

     n. Zoning and Related Matters. To the best knowledge of SELLER, (i) the current use of the Office does not violate any provision of any building code or any law, ordinance, rule or regulation relating to zoning; and (ii) there is no condemnation or similar proceeding pending which would preclude or impair the use of the Office as presently utilized in the conduct of the business of SELLER.

     o. Environmental. SELLER has received no written notification of any violations of any applicable federal, state, or local health, environmental, or safety laws, rules, regulations, or orders with regard to the operation of or affecting the business or the maintenance of the Office to be sold hereunder, including but not limited to those of the Comprehensive Environmental Response, Compensation, and Liability Act of 1989, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9061 et. seq., the Resource Conservation and Recovery Act of 1976, as amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. 6901 et. seq., and the Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et. seq.

     p. Limitation of Warranties . Except as set forth in items (n) and (o) of this Section 3.01, SELLER makes no representations or warranties, express or implied, of any type or nature with respect to the physical condition of the Office and the Owned Real Estate which are being sold “AS IS”, “WHERE IS” without recourse and with all faults, and without any obligation on the part of SELLER. Except as otherwise expressly set forth in this Agreement, by closing this transaction, BUYER hereby releases and agrees to hold harmless SELLER, and its officers, directors, shareholders, representatives and agents, and waives any claims which BUYER may now or hereafter have against SELLER relating to the physical condition of the Office from and after the Closing, including without limitation with respect to claims under Environmental Laws or with respect to the presence of Hazardous Substances. BUYER hereby acknowledges that it has had an opportunity to conduct an inspection of the Office and the Owned Real Estate. Provided, however, that the representations set forth in items (n) and (o) of this Section 3.01 shall survive closing and delivery of SELLER’s deed to BUYER.

     3.02 Representations and Warranties of BUYER . BUYER represents and warrants to SELLER as follows:

     a. Good Standing and Power of BUYER. BUYER is an Ohio-chartered nonmember bank duly organized, validly existing, and in good standing under the laws of the State of Ohio with corporate power to enter into and perform this Agreement, to own its properties, and to carry on its business as presently conducted.

     b. Authorization of Agreement . The execution and delivery and performance of this Agreement, and the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of BUYER, and this Agreement is a valid and binding obligation of BUYER.

     c. Effective Agreement . Subject to the receipt of any and all necessary Regulatory Approvals, the execution, delivery, and performance of this Agreement by BUYER, and the consummation of the transactions contemplated hereby, will not conflict with, result in the breach of, constitute a violation or default, result in the acceleration of payment or other obligations, or create a lien, charge, or encumbrance, under any of the provisions of the Articles of Incorporation or Code of Regulations or Bylaws of BUYER, under any judgment, decree, or order, under any law, rule, or regulation of any government or agency thereof, or under any material agreement, contract, or instrument of which BUYER is subject, where such conflict, breach, violation, default, acceleration, or lien would have a material adverse effect on BUYER’s ability to perform its obligations hereunder.

     d. No Broker. Except for compensation payable to Stifel, Nicolaus & Company, Inc., no broker or finder, or other party or agent performing similar functions, has been retained by BUYER or is entitled to be paid based upon any agreements, arrangements, or understandings made by BUYER in connection with the transactions contemplated hereby, and no brokerage fee or other commission has been agreed to be paid by BUYER on account of the transaction contemplated hereby.

     e. Sufficient Resources . BUYER has sufficient management and financial resources to obtain the required Regulatory Approvals for the transactions contemplated hereby. As of the date hereof, there is no pending or, to the best of BUYER’s knowledge after due inquiry, threatened legal or governmental proceedings against BUYER or any affiliate that would affect BUYER’s ability to obtain the required Regulatory Approvals or satisfy any of the other conditions required to be satisfied in order to consummate the transactions contemplated hereby.

4.	ACTIONS RESPECTING EMPLOYEES AND PENSION AND EMPLOYEE BENEFIT PLANS .

     4.01 Office Employees . As soon as practicable after the execution of this Agreement, BUYER shall interview all employees of the SELLER who are then assigned to the Office (“Office Employees”), and BUYER shall in good faith offer employment to Office Employees in good standing at the Office as of the Closing Date at their current salary levels, provided such are

compatible with those offered by BUYER for similar positions. BUYER shall notify SELLER within sixty (60) days of execution of this Agreement whether BUYER will offer employment to Office Employees. As of the effective time of the Closing, Office Employees who accept the BUYER’s offer of employment (the “Transferred Employees”) will become employees of the BUYER and will cease to be employees of the SELLER.

     4.02 Transferred Employees . BUYER shall provide each Transferred Employee with the following:

     a. Each Transferred Employee will be eligible to participate in the BUYER’s qualified retirement plan or plans, if he or she is eligible based on each such plan’s eligibility criteria as of the close of business on the Closing Date. BUYER shall credit each Transferred Employee with the period of years of service with SELLER, its affiliates, and predecessors in determining eligibility to participate, vesting, and eligibility to receive benefits (but not accrual of benefits under any defined benefit plan) in BUYER’s retirement plan(s); provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any benefit for any period of service; and

     b. Each Transferred Employee will receive credit for years of service with SELLER, its affiliates, and predecessors for purposes of calculation of benefits and waiting period eligibility in BUYER’s benefits programs not specifically covered by other subparagraphs of this section, including but not limited to, vacation, severance, leaves of absence, education assistance, sick leave, short and long-term disability plans, and other similar benefits.

     4.03 No Additional Contract Rights . (i) BUYER’s employment of any Transferred Employee shall not constitute any commitment, contract, or understanding (express or implied) of an obligation on the part of BUYER to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that BUYER may establish pursuant to individual offers of employment, and (ii) employment offered by BUYER is “at will” and may be terminated by BUYER or by a Transferred Employee at any time for any reason (subject to any written commitments to the contrary made by BUYER or a retained Employee and legal restrictions). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of BUYER to terminate, reassign, promote, or demote any of Transferred Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such Transferred Employees.

     4.04 Actions to be Taken by SELLER . SELLER covenants to BUYER that it will do or cause the following to occur:

     a. Personnel Informa