PURCHASE AND ASSUMPTION AGREEMENT

P URCHASE A ND A SSUMPTION A GREEMENT

BY AND AMONG

C ITRUS B ANK , N ATIONAL A SSOCIATION
A N ATIONAL B ANK ,

CIB M ARINE B ANCSHARES , I NC .
A W ISCONSIN C ORPORATION ,

AND

1 ^ST U NITED B ANK
A F LORIDA -C HARTERED , M EMBER B ANK

APRIL 3, 2008

TABLE OF CONTENTS

(i)

(ii)

(iii)

SCHEDULES

(iv)

PURCHASE AND ASSUMPTION AGREEMENT

          This Purchase and Assumption Agreement (the “Agreement”) dated as of April 3, 2008, is by and among Citrus Bank, National Association, a national banking association with its principal office at 1717 Indian River Boulevard, Vero Beach, Florida 32960 (“Citrus” or the “Seller”), CIB Marine Bancshares, Inc., a Wisconsin corporation with its principal office at N27 W24025 Paul Court, Pewaukee, Wisconsin 53072 (“CIB” and collectively with Citrus, the “Sellers,” unless the context otherwise provides), and 1 ^st United Bank, a Florida-chartered, member bank with its principal office at One North Federal Highway, Boca Raton, Florida 33432 (“Purchaser”).

          WHEREAS, Sellers desire to sell, and Purchaser desires to purchase, certain assets in accordance with the terms and provisions of this Agreement; and

          WHEREAS, Sellers desire to assign to Purchaser, and Purchaser desires to assume from Sellers, certain liabilities of Sellers in accordance with the terms and provisions of this Agreement.

          NOW, THEREFORE, in consideration of the agreements, representations and warranties, and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby subject to the terms and conditions set forth herein, each of Citrus, CIB and Purchaser agree as follows:

ARTICLE I

DEFINITIONS

               Section 1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

          “ Accrued Interest ” shall mean, as of any date, (a) with respect to the Deposit Liabilities, the interest, dividends, fees, costs, and other charges that have been accrued on but not paid, credited, or charged to the Deposit Liabilities, all as set forth in the applicable Seller’s general ledger, and (b) with respect to the Loans, the Advance Lines and the Negative Deposits, interest, fees, premiums, consignment fees, costs, and other charges that have accrued on or been charged to the Loans, the Advance Lines or the Negative Deposits but not paid by the applicable borrower, or any guarantor, surety or other obligor therefor, or otherwise collected by offset, recourse to collateral or otherwise, all as set forth in the applicable Seller’s general ledger.

          “ Adjusted Payment Amount ” shall have the meaning specified in Section 3.3(a).

          “ Advance Lines ” shall mean all overdraft lines of credit to owners of the Deposit Liabilities, plus any and all Accrued Interest thereon, as listed on Schedule 1.1(r) hereto, which are opened at and booked to any Branch as of the close of business on the Closing Date

(1)

          “ Affiliate ” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or a director, officer, partner, joint venturer or member of such Person.

          “ Assignment and Assumption Agreement ” shall mean an agreement substantially in the form of Exhibit A hereto.

          “ Assumed Liabilities ” shall have the meaning specified in Section 2.2.

           “ ATMs ” shall mean each automated teller machine listed on Schedule 1.1(a) hereto.

          “ Branch Employees ” shall mean each of Sellers’ employees listed on Schedule 1.l(b) hereto, but excluding (a) Joyce Tommasino and Richard Nisbeth, and (b) any such employee who shall leave a Seller’s employ between the date hereof and the close of business on the Closing Date, but including (i) any replacement for any such employee made in the ordinary course of business between the date hereof and the Closing Date and (ii) any Person who becomes an employee of any Seller and fills a vacant position between the date hereof and the Closing Date to provide Branch-related services to Customers.

          “ Branch Leases ” shall mean the lease agreements for the Branches listed on Schedule 1.1(c) hereto.

          “ Branches ” shall mean each of Citrus’s branch offices, each as listed on Schedule 1.1(d) hereto.

          “ Break-Up Fee ” shall have the meaning specified in Section 16.3(f).

          “ Business Day ” shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or authorized by law to be closed in the State of Florida.

          “ Cash ” shall mean all petty cash, vault cash, teller cash, ATM cash, and prepaid postage located at the Branches (including foreign currency), in each case as of the close of business at the respective Branch on the Closing Date.

          “ Capital Account ” shall mean the capital account of the Seller, including the common stock, surplus, undivided profits, and investment gain or loss.

          “ CIB ” shall have the meaning specified in the preamble.

          “ CIB Acquisition Proposal ” shall mean any proposal or offer from any Person (in each case, whether or not in writing and whether or not delivered to the shareholders of CIB generally) relating to (i) any direct or indirect acquisition or purchase of a substantial amount of the assets of CIB or of over 50% of any class of equity securities of CIB, (ii) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning 50% or more of any class of equity securities of CIB, or (iii) any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving CIB.

          “ Citrus ” shall have the meaning specified in the preamble.

(2)

          “ Citrus Acquisition Proposal ” shall mean any proposal or offer from any Person (other than an Affiliate) relating to (i) the direct acquisition or purchase of a substantial amount of assets of Citrus or Citrus Financial or of over 50% of any class of equity securities of Citrus or Citrus Financial, or (ii) any merger, consolidation, business combination or sale of substantially all the assets of Citrus or Citrus Financial. For purposes of the foregoing, a “Citrus Acquisition Proposal” applies to the acquisition of Citrus or Citrus Financial on a stand-alone basis and does not include and shall not be interpreted or construed to apply to any proposal to acquire Citrus or Citrus Financial indirectly as part of a CIB Acquisition Proposal.

          “ Citrus Financial ” shall mean Citrus Financial Services, Inc.

          “ Closing ” shall have the meaning specified in Section 5.l(a).

          “ Closing Date ” shall have the meaning specified in Section 5.l(a).

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

          “ Comparable Job ” shall mean, with respect to any Transferred Employee, a position with Purchaser (a) with a base pay equal to or greater than that being paid by Seller to the Transferred Employee and (b) to be performed at a Branch or to be performed within thirty (30) miles of such employee’s current work location, each as applicable to such Transferred Employee immediately prior to the Closing Date.

          “ Contracts ” shall mean the contracts and leases relating to the operation and maintenance of the Real Estate and Fixed Assets listed on Schedule 1.1(e) hereto to the extent such contracts are assignable, but excluding any information technology contracts or intercompany contracts.

          “ Conversion Date ” shall mean the date Purchaser converts to its system all files, books of account and records transferred from Sellers to Purchaser, which shall be no later than 120 days after the Closing Date, unless otherwise mutually agreed upon by the parties.

          “ Customers ” shall mean, individually and collectively, (a) the Persons named as the owners of the deposit accounts relating to the Deposit Liabilities, (b) the primary obligors under the Loans, and (c) the parties (other than Sellers and their Affiliates) to the Safe Deposit Agreements.

          “ CRA ” shall mean the Community Reinvestment Act of 1977, as amended.

          “ Customer Notices ” shall have the meaning specified in Section 10.3(a).

          “ Damages ” shall have the meaning specified in Section 14.1.

          “ Deposit Liabilities ” shall mean all of Citrus’s obligations and liabilities relating to the deposit accounts listed on Schedule 1.1(f) hereto, which are opened at and booked to any Branch as of the close of business on the Closing Date, and which include, but are not limited to, all passbook, statement savings, checking, money market and negotiable order of withdrawal, certificates of deposit, and IRA and Keogh Plan accounts, together with Accrued Interest

(3)

thereon, all as exist at the close of business on the Closing Date but excluding the Excluded Deposits.

          “ Draft Closing Statement ” shall mean a draft closing statement computed and dated as of the close of business of the fifth (5 ^th ) Business Day preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

          “ Environmental Laws ” shall mean all Federal, state or local laws, rules, regulations, codes, ordinances, or by-laws, and any judicial or administrative interpretations thereof, including orders, decrees, judgments, rulings, directives or notices of violation, that create duties, obligations or liabilities with respect to (i) human health or (ii) environmental pollution, including, without limitation, laws governing the existence, use, storage, treatment, discharge, release, containment, transportation, generation, manufacture, refinement, handling, production, disposal, or management of any Hazardous Materials, or otherwise regulating or providing for the protection of the environment, and further including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq .), the Public Health Service Act (42 U.S.C. § 300 et seq .), the Pollution Prevention Act (42 U.S.C. § 13101 et seq .), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), the Safe Drinking Water Act (21 U.S.C. § 349, 42 U.S.C. §§ 201, 300f), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), the Clean Water Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), and similar state and local statutes, and all regulations adopted pursuant thereto.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended (11 U.S.C. § 1101 et seq .).

          “ Estimated Payment Amount ” shall have the meaning specified in Section 3.2.

          “ Estimated Purchase Price ” shall mean the estimate of the Purchase Price set forth on the Draft Closing Statement.

          “ Excluded Deposits ” shall mean all Deposit Liabilities (a) securing, guaranteeing or otherwise relating to any Excluded Loans or which constitute deposits of any Seller or any of its Affiliates, all of which are listed on Schedule 1.1(g) hereto, and (b) deposits held in any Retirement Plan Account where the Customer has notified any Seller of his, her or its objection to Purchaser acting as custodian or trustee of such Retirement Plan Account or if such action otherwise is prohibited by applicable law.

          “ Excluded Fixed Assets ” shall mean (a) supplies, signs, marketing aids, trade fixtures or equipment specifically identifying or relating to a Seller or any of its Affiliates located at the Branches, (b) software, source and object code, user manuals and related documents and all updates, upgrades or other revisions thereto and all copies or duplicates thereof located at the Branches, (c) signage demarcating the name of Sellers, (d) door locks, and (e) any other personal property of a Seller or any of its Affiliates identified on Schedule 1.1(h) hereto, less any such items consumed or disposed of, plus new similar items acquired or obtained, in the ordinary course of the operation of the Branches through the close of business on the Closing Date.

(4)

          “ Excluded Loans ” shall mean the loans described on Schedule 1.1(i) hereto.

          “ FDIA ” shall mean the Federal Deposit Insurance Act, as amended (12 U.S.C. § 1831(o)).

          “ FDIC ” shall mean the Federal Deposit Insurance Corporation.

          “ Federal Funds Rate ” shall mean, for the period involved, the average of the interest rates for each day of the period set forth in H.15(519) opposite the caption “Federal Funds (Effective)”. H.15(519) means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System.

          “ Federal Reserve Stock ” means the stock of the Federal Reserve Bank of Atlanta held on the books and records of Citrus in connection with its membership in the Federal Reserve system.

          “ Final ” shall mean, as applied to any governmental order or action, that such order or action has not been stayed, vacated or otherwise rendered ineffective and either (a) the time period for taking an appeal therefrom shall have passed without an appeal therefrom having been taken, or (b) if any such appeal shall have been dismissed or resolved, all applicable periods for further appeal of such order or action shall have passed.

          “ Final Approval Date ” shall mean, with respect to the transactions contemplated hereby, the date upon which the last of the following has occurred: (a) all Regulatory Approvals have been obtained; (b) all applicable regulatory notices which are required to be published or given prior to consummation of the transactions contemplated hereby have been published or given; (c) the filing of all applicable regulatory reports; and (d) the expiration of all applicable regulatory comment and waiting periods.

          “ FIRPTA Affidavits ” shall mean affidavits pursuant to Section 1445 of the Code certifying to the non-foreign entity status of Sellers.

          “ Fixed Assets ” shall mean all of the ATMs, furniture, fixtures, equipment and other tangible personal property located on or affixed to the Real Property or located at any Branch set forth on Schedule 1.1(j) hereto, less any items consumed or disposed of in the ordinary course of the operations of the Branches, plus new items acquired or obtained, in the ordinary course of the operation of the Branches, each through the close of business on the Closing Date. Fixed Assets shall not include any of the Excluded Fixed Assets.

          “ Fixed Assets Purchase Price ” shall mean the net book value of the Fixed Assets.

          “ GAAP ” shall mean generally accepted accounting principles.

          “ Hazardous Materials ” shall mean (a) any “hazardous material,” “hazardous substance,” “hazardous waste,” “oil,” “regulated substance,” “toxic substance,” or words of similar import as defined under any of the Environmental Laws, (b) asbestos in any form, (c) urea formaldehyde foam insulation, (d) polychlorinated biphenyls, (e) radon gas, (f) flammable explosives, (g) radioactive materials, (h) any chemical, contaminant, solvent, material, pollutant or substance

(5)

that may be dangerous or detrimental to any of the Branches, the environment or the health and safety of employees or other occupants of any of the Branches, and (i) any substance, the generation, storage, transportation, utilization, disposal, management, release or location of which, on, under or from any of the Branches is prohibited or otherwise regulated pursuant to any of the Environmental Laws.

          “ Indemnified Party ” shall have the meaning specified in Section 14.3.

          “ Indemnitor ” shall have the meaning specified in Section 14.3.

          “ Inspection Period ” shall have the meaning specified in Section 8.14.

          “ Investment Securities Portfolio ” means the investment securities portfolio of Seller, including, but not limited to, United States Treasury and state and federal agency securities, as reflected on its books and records from time to time, but excluding the Federal Reserve Stock to the extent that the transfer is permitted by applicable laws, rules and regulations.

          “ IRA ” shall mean an individual retirement account as specified in Sections 408 and 408A of the Code.

          “ IRS ” shall mean the Internal Revenue Service of the United States of America.

          “ Items ” shall mean (a) transfers of funds by wire or through an automated clearing house, checks, drafts, negotiable orders of withdrawal and items of a like kind which are drawn on or deposited and credited to the Deposit Liabilities, and (b) payments, advances, disbursements, fees, reimbursements and items of a like kind which are debited or credited to the Loans; provided, however, that with respect to Section 11.4 of this Agreement, any such transfers of funds or payments or disbursements shall refer to the Excluded Deposits and Excluded Loans, respectively.

          “ Keogh Plan ” shall mean an employee pension plan covering self-employed individuals.

          “ Knowledge ” shall mean, with respect to Sellers, the actual knowledge as of the date hereof, without further investigation, of any of Citrus’ officers that hold the title of senior vice president or above and have responsibility with respect to the operations of the Branches.

          “ Landlord Consents ” shall have the meaning set forth in Section 5.2(e).

          “ Lease Assignments ” shall mean an agreement in a form to be mutually agreed upon by Purchaser and Sellers, pursuant to which Seller’s interest in the Branch Leases are assigned to Purchaser.

          “ Leased Real Property ” shall mean the parcels of real property in which a Seller has a leasehold interest and which is subject to a Branch Lease, the addresses of which are listed on Schedule 1.1(k) hereto.

          “ Lien ” shall mean any lien, pledge, charge, encumbrance, security interest, mortgage, deed of trust, lease, option or other adverse claim of any kind or description.

(6)

          “ Loan Loss Reserve ” means the loan loss reserves of the Seller, as reflected on its books and records.

          “ Loans ” shall mean:

                    (a) all loans (exclusive of any Loan Loss Reserves) that are attributable to the Branches, and that have been made in the ordinary course of business consistent with the applicable Seller’s credit standards, as listed on Schedule 1.1(l) hereto; and

                    (b) pending applications to a Seller attributable to a Branch and unfunded commitments, including but not limited to, scheduled credits, of a Seller attributable to a Branch subject to any repayments or prepayments, in whole or in part, advances, credits, debits, charges or other actions affecting the balance of any such loans as of the close of business on the Closing Date, and, in each case, including all documents executed or delivered in connection with any Loan and any and all collateral held as security therefore or in which a security interest, lien or mortgage has been granted, and all rights in relation thereto, together with Accrued Interest thereon, all as of the close of business on the Closing Date, and a Seller’s loan files and records relating thereto; provided, that as to the foregoing, no such applications and commitments shall be deemed included within the definition of “Loans” which the Purchaser in its sole discretion deems unacceptable for purchase.

                    (c) Notwithstanding the provision of section (a) above and unless otherwise agreed upon in writing by Purchaser and Sellers, Loans shall not include:

          “ Loan Value ” shall mean, as of any date, the unpaid principal balance of the Loans, plus Accrued Interest thereon, as set forth in the applicable Seller’s general ledger.

(7)

          “ Material Adverse Effect ” shall mean any circumstance, change in or effect on the Purchased Assets that is materially adverse to the operation, results of operations, or the financial condition of the Branches, taken as a whole; provided, however, that “Material Adverse Effect” shall not include any circumstance, change in or effect on the Branches directly or indirectly arising out of or attributable to (a) changes in general legal, regulatory or political conditions, (b) changes in prevailing interest rates, (c) changes in GAAP, (d) any actions taken or omitted to be taken pursuant to the terms of this Agreement, or (e) the announcement of the transactions contemplated by this Agreement.

          “ Negative Deposits ” shall mean overdrafts in Deposit Liability accounts that are not covered by Advance Lines, plus any and all Accrued Interest thereon.

          “ Participation Loans ” shall mean the Loans specified on Schedule 1.1(m) hereto.

          “ Permitted Exceptions ” shall have the meaning specified in Section 8.10.

          “ Permitted Liens ” shall mean (a) Liens for taxes, assessments, governmental charges or levies not yet due and payable or which although delinquent are being contested in good faith by appropriate proceedings, (b) Liens resulting from a filing by a lessor as a precautionary filing for a lease, (c) landlords’ Liens under the Branch Leases, (d) Liens imposed by law, such as carriers’, warehousemen’s, and mechanics’ Liens and other similar Liens arising in the ordinary course of business which secure payment of obligations not more than ninety (90) days past due or which are being contested in good faith by appropriate proceedings, and (e) any other Liens affecting the Purchased Assets which do not impede the ownership or operation of such Purchased Assets in any material respect.

          “ Person ” shall mean any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization, government or other entity.

          “ Premium ” shall have the meaning specified in Section 3.1(a).

          “ Prepaid Expenses ” shall mean those expenses set forth on Schedule 1.l(n) hereto.

          “ Prior Restructuring ” shall mean any merger, consolidation or business combination between Citrus and an Affiliate, the sale by Citrus of substantially all of the assets to an Affiliate, the recapitalization, liquidation, dissolution or restructuring of Citrus, or any similar transaction that Sellers deem necessary or advisable and a condition precedent in order for the parties to consummate the transaction contemplated by this Agreement, including, but not limited to, any actions required in connection with (1) the continued operation of Citrus as a federally insured national bank or as a loan production office in order to service and administer the Excluded Loans, (2) the termination of Citrus’ status as a national banking association and liquidation of its assets and liabilities, (3) the merger, consolidation, business combination or any other similar transaction between Citrus and one or more Affiliates, (4) the sale, transfer or distribution of all or a portion of the Excluded Loans by Citrus or any successor in interest to one or more Affiliates, and/or (5) the payment by Citrus or a successor in interest of one or more extraordinary dividends, in amounts necessary to pay accrued interest and outstanding principal with respect to CIB’s trust preferred securities.

(8)

          “ Purchase Price ” shall have the meaning specified in Section 3.1.

          “ Purchased Assets ” shall have the meaning specified in Section 2.1(a).

          “ Purchaser ” shall have the meaning specified in the preamble.

          “ Purchaser’s Account ” shall have the meaning specified in Section 3.2.

          “ Real Estate ” shall mean the Real Property and Leased Real Property.

          “ Real Property ” shall mean the parcels of real property owned by Sellers on which the Branches are located, and all improvements thereon, whose addresses are shown on Schedule 1.1(o) hereto.

          “ Real Property Purchase Price ” shall mean the net book value of the Real Property located at Micco (Barefoot Bay) and Sebastian, Florida, and $1,512,390 for the Real Property located at Vero Beach, Florida.

          “ Regulatory Approvals ” shall have the meaning specified in Section 7.5(a).

          “ Regulatory Contingencies ” shall have the meaning specified in Section 12.1(f).

          “ Routing Number ” means the Federal Reserve routing number ABA # 067013836 of Citrus used in connection with the Deposit Liabilities.

          “ Safe Deposit Agreements ” shall mean the agreements between a Seller and a Customer or Customers and any other documents relating to safe deposit boxes located in the Branches.

          “ Seller ” and “ Sellers ” shall have the meanings specified in the preamble.

          “ Servicer ” shall mean CIB, Citrus or any Affiliate which it designates and agrees to perform the Servicing.

          “ Servicing ” shall mean all services set forth in Schedule 1.1(p) hereto.

          “ Special Warranty Deed ” shall have the meaning specified in Section 5.2(a).

          “ Sublease Agreement ” shall have the meaning specified in Section 8.3(c).

          “ Tenant Lease ” shall mean the lease between the Seller, as lessor, and the tenant, as listed on Schedule 1.1(q) hereto.

          “ Tenant Lease Assignment ” shall mean an agreement in a form to be mutually agreed upon by Purchaser and Seller, pursuant to which Seller’s interest in the Tenant Lease is assigned to and assumed by Purchaser.

          “ Title Insurer ” shall have the meaning specified in Section 8.10.

          “ Transfer Date ” shall mean the first Business Day following the Closing Date.

(9)

          “ Transferred Employees ” shall mean the Branch Employees who accept offers of employment from Purchaser as contemplated by Section 9.5(a).

          “ UCC ” shall mean the Uniform Commercial Code in effect in the State of Florida.

          “ WARN Act ” shall mean the Worker Adjustment and Retraining Notification Act, as amended (29 U.S.C. § 2101 et seq .) and similar state and local laws, regulations and other issuances.

               Section 1.2 Accounting Terms . All accounting terms not otherwise defined herein shall have the respective meanings assigned to them in accordance with GAAP consistently applied and as are in effect from time to time in the United States of America.

ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS AND ASSIGNMENT AND
ASSUMPTION OF ASSUMED LIABILITIES

               Section 2.1 Purchase and Sale of Purchased Assets; No Other Assets Purchased .

                    (a) Subject to the terms and conditions hereof, including without limitation, the assumption by Purchaser of the Assumed Liabilities, on the Closing Date, Sellers shall sell, convey, assign, transfer, and deliver to Purchaser, and Purchaser shall purchase and accept from Sellers, all of each Seller’s right, title and interest in, to and under certain assets of Sellers related to the Branches as described below (collectively, the “Purchased Assets”):

(10)

                    (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and except as may be expressly provided for in this Agreement, Purchaser has no right, title or interest in any other business relationship which any Seller has or may have with any Customer or any other customer of any Seller or its Affiliates by virtue of this Agreement. For the avoidance of any doubt, the Purchased Assets shall not include the Loan Loss Reserve, Investment Securities Portfolio and Capital Account. Purchaser further understands and agrees that Sellers and their Affiliates are retaining any and all rights and claims which any of them may have, including but not limited to, indemnification or reimbursement rights, with respect to the Purchased Assets, to the extent that such rights or claims relate to the conduct of the business of the Branches prior to the Closing.

               Section 2.2 Assumed Liabilities . Subject to the terms and conditions of this Agreement, including without limitation, the transfer of the Purchased Assets to Purchaser, on the Closing Date, Purchaser shall assume, and thereafter honor and fully and timely, pay, perform, and discharge when due, the following liabilities of Sellers and shall perform all duties, responsibilities, and obligations of Sellers under the following from and after the Closing Date (collectively, the “Assumed Liabilities”):

(11)

          Nothing in this Agreement shall preclude the Purchaser from changing the terms and conditions of the Deposit Liabilities after the Closing to the extent that it can do so in accordance with the terms of the agreements with customers associated with the Deposit Liabilities and in accordance with the terms of applicable law.

          It is understood and agreed upon by the parties that Seller will continue to be responsible for all severance, retention, bonus and/or termination pay obligations owed by Sellers to Joyce Tommasino, Richard Nisbeth, Stephanie Sarandos, and Barbara Camarigg, and Purchaser will not assume any such liabilities.

ARTICLE III

PURCHASE PRICE; PAYMENT; SETTLEMENT; TAX ALLOCATION

               Section 3.1 Purchase Price . The purchase price for the Purchased Assets shall be an amount computed as follows (“the Purchase Price”):

                    (a) A premium for the Deposit Liabilities equal to $7,000,000, subject to the adjustment as provided in Section 3.5(c), less the amount that the Real Property Purchase Price exceeds the net book value of the Real Property (the “Premium”); PLUS

                    (b) The aggregate of the Real Property Purchase Price for all of the Real Property; PLUS

                    (c) The aggregate of the Fixed Assets Purchase Price for the Fixed Assets; PLUS

                    (d) The Loan Value of the Loans as of the close of business on the Closing Date; PLUS

                    (e) The aggregate amount of Cash as of the close of business on the Closing Date; PLUS

                    (f) The aggregate net book value of the Federal Reserve Stock as of the close of business on the Closing Date; PLUS

                    (g) The aggregate unpaid principal balance of the Advance Lines and the Negative Deposits, plus Accrued Interest thereon, as set forth on the general ledger of Seller, as of the close of business on the Closing Date; PLUS

                    (h) The aggregate amount of the Prepaid Expenses as of the close of business on the Closing Date.

(12)

               Section 3.2 Payment at Closing . On or prior to the Closing Date, Citrus shall deliver to Purchaser the Draft Closing Statement. In accordance with the procedures set forth in Section 5.1(c), Citrus shall pay to Purchaser the amount by which the aggregate balance (including Accrued Interest) of the Deposit Liabilities as of the close of business on the fifth (5 ^th ) Business Day preceding the Closing Date exceeds the Estimated Purchase Price (the “Estimated Payment Amount”) by wire transfer of immediately available funds to such account as Purchaser shall advise Sellers no later than three (3) Business Days prior to the Closing Date (“Purchaser’s Account”). If the Estimated Payment Amount is negative, then Purchaser shall deliver such amount to Citrus, or such other party as Sellers may designate, in accordance with the procedures set forth herein.

               Section 3.3 Adjustment of Estimated Payment Amount .

                    (a) On or before 12:00 noon, Eastern Time, on the thirtieth (30th) day following the Closing Date, Sellers shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof, and (ii) the amount of Deposit Liabilities as of the close of business on the Closing Date, and shall make available to Purchaser such work papers, schedules, and other supporting data as Purchaser may reasonably request to enable Purchaser to verify such determinations. Such statement shall also set forth the amount (the “Adjusted Payment Amount”) by which the aggregate balance of the Deposit Liabilities exceeded the Purchase Price (including all adjustments and prorations thereto) calculated as of the close of business on the Closing Date.

                    (b) On or before 12:00 noon, Eastern Time, on the forty-fifth (45th) day following the Closing Date, Sellers shall pay to Purchaser by wire transfer of immediately available funds to Purchaser’s Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount for the period from the Closing Date to, but excluding, the date on which Sellers’ remit the excess amount to Purchaser; or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Sellers by wire transfer of immediately available funds to such account as Sellers shall advise Purchaser, an amount equal to such excess, plus interest thereon calculated using the Federal Funds Rate on such excess amount for the period from the Closing Date to, but excluding, the date on which Purchaser remits the excess amount to Sellers.

               Section 3.4 Allocation of Purchase Price .

                    (a) Purchaser and Sellers agree that, upon final determination of the Purchase Price, the Purchase Price shall be allocated to the Purchased Assets in accordance with Schedule 3.4(a) , a copy of which Purchaser shall provide to Sellers within ten (10) days after the date of this Agreement.

                    (b) Purchaser and Sellers shall report the transaction contemplated by this Agreement (including income tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified on Schedule 3.4(a) hereto. In the event any party hereto receives notice of a tax audit with respect to the allocation of the Purchase Price

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specified herein, such party shall immediately notify the other party in writing as to the date and subject of such audit.

                    (c) If any federal, state or local tax return report or filing by Purchaser or Sellers relating to the transactions contemplated hereby and filed on the basis of the allocation set forth on Schedule 3.4(a) hereto, is challenged by the taxing authority with which such return, report or filing was filed, the filing party shall assert and maintain in good faith the validity and correctness of such allocation during the audit thereof until the issuance by the taxing authority of a “30 Day Letter,” or a determination of liability equivalent thereto, to such party, whereupon such party shall, in its sole discretion, have the right to pay, compromise, settle, dispute or otherwise deal with its alleged tax liability. If such a tax return, report or filing is challenged as herein described, the party filing such return, report or filing shall timely keep the other party apprised of its decisions and the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election of the filing party.

                    (d) If Purchaser or any Seller (including permitted successors and assigns thereof) defaults under this Section 3.4, it shall pay as damages to Sellers (in the case of Purchaser) or Purchaser (in the case of any Seller), so long as Sellers (in the case of Purchaser) or Purchaser (in the case of any Seller) is not in default under this Section 3.4, an amount which, after reduction for all income or gain taxes, including without limitation, interest and penalties, which would be incurred (calculated at the highest marginal rate applicable in the relevant jurisdictions) as a result of receiving said amount, is equal to the result (but not less than zero) of subtracting the amount in (ii) below from the amount in (i) below:

               Section 3.5 Proration; Other Closing Date Adjustments .

                    (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Sellers will operate the Branches for their own account and own the Loans and other Purchased Assets until the close of business on the Closing Date, and that Purchaser shall operate the Branches, own the Loans and other Purchased Assets and assume the Deposit Liabilities and other Assumed Liabilities for its own account from and after the close of business on the Closing Date. Thus, except as otherwise specifically provided in this Agreement, items of income and expense shall be prorated as of the close of business on the Closing Date, and shall be settled between Sellers and Purchaser on the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled

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as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed to in writing by the parties hereto.

                    (b) For purposes of this Agreement, items of proration and other adjustments shall include, without limitation: (i) amounts prepaid and unused for safe deposit box rentals; (ii) rental and other payments under the Branch Leases and Tenant Lease, including security deposits; (iii) sales, real estate, and use taxes (other than such sales, real estate, and use taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid in accordance with Section 4.1 hereof); (iv) insurance premiums paid or payable to the FDIC attributable to insurance coverage for the Deposit Liabilities for the period from and after the Closing Date; (v) fees for customary annual or periodic licenses or permits; (vi) water, sewer, fuel, and utility charges; (vii) other prepaid items; (viii) insurance premiums and similar expenses relating to the physical plant of the Branches; (ix) workers compensation payments required by applicable law for Transferred Employees; (x) state or federal taxes collected but not remitted; (xi) special assessments and special district levies on the Real Property; (xii) condominium association fees, assessments and common area expenses, and (xiii) ATM Cash adjustments as necessitated by network settlement cut-off times, in each case as of the close of business on the Closing Date. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the bill therefor for the most recent billing period prior to the Closing Date.

                    (c) In the event that the aggregate amount of Deposit Liabilities as of the Closing Date are less than $85,000,000, the Premium paid for the Deposit Liabilities will be adjusted as follows:

ARTICLE IV

TAXES

               Section 4.1 Sales, Transfer and Use Taxes . Except as otherwise provided in this Agreement, any sales, transfer, use or similar taxes (including with respect to the Real Estate) which are payable or arise as a result of this Agreement or the consummation of the transactions contemplated hereby, shall be paid in equal amounts by Purchaser and Sellers. Notwithstanding the foregoing, all documentary stamp taxes on the recording of all deeds to the Real Property and assignments of any leases will be paid by Sellers.

               Section 4.2 Information Reports . Purchaser and Sellers shall each provide to the IRS on a timely basis and otherwise as required by law Forms 1099INT, 1099R, W-2P, 5498

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and any other required forms and reports with respect to each Deposit Liability concerning interest paid on, or contributions to and distributions from, the Deposit Liability accounts, as appropriate, for the periods during which Purchaser and Sellers, respectively, administered such accounts, including without limitation, any information required by the IRS pursuant to any request for back-up withholding and taxpayer identification number certification records and documents. Sellers shall make such reports for interest paid or credited to Customers before the Closing Date, and Purchaser shall make such reports from and including the Closing Date.

ARTICLE V

CLOSING

               Section 5.1 Closing Date .

                    (a) Closing Date . Upon the terms and subject to the conditions of this Agreement, the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at CIB’s offices located at N27 W24025 Paul Court, Pewaukee, Wisconsin 53072 (which Closing shall be effective as of the close of business on the Closing Date), or at such other place, and on such date, as Sellers and Purchaser may mutually agree in writing (the day on which the Closing takes place being the “Closing Date”). Except as otherwise agreed and except as otherwise provided in Section 16.3(d) below, the Closing shall be held on the last Business Day of the calendar month in which Sellers and Purchaser have received all Regulatory Approvals and all related statutory waiting periods have expired; provided, however, that if the receipt of any of the Regulatory Approvals or the expiration of any related statutory waiting periods occurs within five (5) Business Days of the calendar month-end, the Closing shall be postponed until the last Business Day of the next succeeding calendar month.

                    (b) Closing Procedure . The parties may agree to conduct the Closing in person or by exchange of closing documents by overnight delivery service or by facsimile transmission. Upon completion of all phases of the Closing other than the wiring of the Estimated Payment Amount, the parties shall execute and exchange a closing statement in a form to be mutually agreed upon by Purchaser and Sellers. The Closing shall then be adjourned until Purchaser’s receipt of the Estimated Payment Amount. The transactions contemplated by this Agreement shall become effective as of the close of business on the Closing Date, subject to and conditioned upon Purchaser’s timely receipt of the Estimated Payment Amount. Seller shall deliver to Purchaser possession of the Purchased Assets as of the close of business on the Closing Date, except as otherwise provided for in this Agreement.

                    (c) Settlement of Wire Transfer . Not later than 12:00 noon, Eastern Time, on the Transfer Date, Sellers shall wire transfer to Purchaser the Estimated Payment Amount pursuant to Section 3.2.

               Section 5.2 Sellers’ Deliveries . On or before the Closing Date, Sellers shall execute (as appropriate) and deliver to Purchaser:

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                    (a) A Special Warranty Deed for the Real Property in substantially the form of Exhibit B hereto, pursuant to which fee simple title to the Real Property shall be transferred by Sellers to Purchaser, subject to the Permitted Exceptions (the “Special Warranty Deed”);

                    (b) A Bill of Sale for the Purchased Assets in a form to be mutually agreed upon by Purchaser and Sellers, pursuant to which Sellers shall transfer the Purchased Assets to Purchaser “AS IS,” “WHERE IS,” and with all faults;

                    (c) An Assignment and Assumption Agreement in substantially the form of Exhibit A hereto, assigning Sellers’ interests in the Assumed Liabilities to Purchaser;

                    (d) Lease Assignments for each of the Branch Leases;

                    (e) The Tenant Lease Assignment for the Tenant Lease;

                    (f) Subject to the provisions of Section 8.3, such consents of landlords under the Branch Leases as shall be required pursuant to the terms of such Branch Leases to assign the Branch Leases to Purchaser (the “Landlord Consents”);

                    (g) The Draft Closing Statement;

                    (h) A certificate evidencing the resignation of Sellers as trustee or custodian, as applicable, with respect to each IRA and Keogh Plan account included in the Deposit Liabilities and the designation of Purchaser as successor trustee or custodian with respect thereto;

                    (i) A limited power of attorney from Sellers granting Purchaser the authority to execute certain documents on behalf of Sellers in a form to be mutually agreed upon by Purchaser and Sellers;

                    (j) The FIRPTA Affidavits;

                    (k) A customary Seller’s affidavit as to liens and possession in the form required by the title insurance company;

                    (l) A certified copy of the resolutions adopted by CIB’s and Citrus’ Board of Director’s approving the Agreement and the transactions contemplated thereby;

                    (m) All exhibits and schedules to this Agreement current as of five (5) Business Days prior to the Closing Date;

                    (n) A copy of the regulatory approvals required in connection with the Regulatory Contingencies that the Sellers will need to satisfy in order to consummate the transaction contemplated by this Agreement;

                    (o) Seller’s keys to the safe deposit boxes and the Safe Deposit Agreements (it being understood that these items will be transferred after the Branches have closed for business on the Closing Date);

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                    (p) A certificate of a proper officer of CIB and Citrus, dated as of the Closing Date, certifying to the fulfillment of the representations, warranties, covenants and other obligations of Sellers set forth in this Agreement;

                    (q) A listing of the Deposit Liabilities as of the close of business on the 5 ^th Business Day preceding the Closing Date (the “Deposit Listing”) on magnetic tape or utilizing such other method of information transfer that the parties may mutually agree upon, which Deposit Listing shall include account number, the deposit amount, and Accrued Interest;

                    (r) All original notes, evidences of payment of documentary stamps, loan and security agreements and collateral security of any nature whatsoever held by Sellers as collateral security for any Loans, as well as all loan files and records relating to the Loans;

                    (s) All signature cards, retirement account files, orders and contracts between the Sellers and customers of Deposit Liabilities, taxpayer identification numbers, certifications and records relating thereto, including the available paper records and original documents related to such Deposit Liabilities;

                    (t) A listing of the Loans as of the close of business on the 5 ^th Business Day preceding the Closing Date (the “Loan Listing”) on magnetic tape or utilizing such other method of information transfer that the parties may mutually agree upon, which Loan Listing shall include account number, the outstanding principal balance, and Accrued Interest; and

                    (u) Such other documents as are necessary to effect the transactions contemplated hereby as Purchaser shall reasonably request.

               Section 5.3 Purchaser’s Deliveries . On or before the Closing Date, Purchaser shall execute (as appropriate) and deliver to Sellers:

                    (a) The Assignment and Assumption Agreement;

                    (b) A certificate evidencing Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IRA and Keogh Plan accounts included in the Deposit Liabilities and assumption of the fiduciary obligations of the trustee or custodian with respect thereto;

                    (c) The Lease Assignments and such other instruments and documents as Seller or any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the assignment to and assumption by Purchaser of such Branch Lease, as applicable, each such instrument and document in the form and substance reasonably satisfactory to the parties hereto and dated as of the Closing Date;

                    (d) The Tenant Lease Assignment for the Tenant Lease;

                    (e) A certified copy of the resolutions adopted by the Purchaser’s Board of Directors approving the Agreement and the transactions contemplated thereby;

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                    (f) A copy of each Regulatory Approval Purchaser is required to obtain pursuant to this Agreement;

                    (g) A certificate of a proper officer of Purchaser, dated as of the Closing Date, certifying to the fulfillment of the representations, warranties, covenants and other obligations of Purchaser set forth in this Agreement;

                    (h) A certificate of a proper officer of Purchaser acknowledging receipt of possession of Purchased Assets; and

                    (i) Such other documents as are necessary to effect the transactions contemplated hereby as Sellers or the title insurance company shall reasonably request and any other documents customarily required in the State of Florida for transactions of this type.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF CITRUS AND CIB

          Citrus and CIB individually represent and warrant to Purchaser as follows:

               Section 6.1 Organization . Citrus is a national banking association duly organized, validly existing and in good standing as of the date hereof under the laws of the United States, and a wholly-owned subsidiary of Citrus Financial, a Florida corporation registered as a bank holding company with the Board of Governors of the Federal Reserve and a wholly-owned subsidiary of CIB. CIB is a bank holding company registered with the Board of Governors of the Federal Reserve System and a corporation duly organized, validly existing and in good standing as of the date hereof under the laws of the State of Wisconsin. Citrus has no operating subsidiaries.

               Section 6.2 Authority . Each Seller has the power and authority to enter into and perform this Agreement and any other documents executed pursuant hereto. This Agreement and any other documents or instruments executed pursuant hereto and the execution, delivery, and performance hereof and thereof have been duly authorized and approved by all necessary corporate action on the part of each Seller, and this Agreement and the instruments and documents executed pursuant hereto constitutes, or when executed will constitute, the valid and binding obligations of each Seller, enforceable against each Seller in accordance with its terms, except as enforcement may be limited by receivership, conservatorship, and supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies.

               Section 6.3 Non-Contravention . The execution and delivery of this Agreement and the instruments and documents executed pursuant hereto by Sellers do not and, subject to the receipt of all Regulatory Approvals and other consents, the consummation of the transactions contemplated by this Agreement will not constitute, (a) a breach or violation of or default under any law, rule, regulation, judgment, order, governmental permit or license of Sellers or to which

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any Seller is subject, which breach, violation, or default would have a Material Adverse Effect, or (b) a breach or violation of or a default under the charter or bylaws of any Seller.

               Section 6.4 Compliance with Law . The Branches and operations of the Branches are being conducted in accordance with all applicable laws, rules and regulations of all governmental authorities, other than those laws, rules, and regulations of governmental authorities the penalty or liability for the violation of which, if imposed or asserted, would not have a Material Adverse Effect.

               Section 6.5 Legal Proceedings . There are no actions, suits, or proceedings, whether civil, criminal or administrative, pending as of the date of the Agreement or, to the Knowledge of Sellers, threatened as of the date of the Agreement against or affecting Sellers, which would reasonably be expected to have a Material Adverse Effect. The Deposit Liabilities were opened, extended or made, and have been maintained, in accordance with all applicable federal and state laws, regulations, rules and orders, and the Branches have been operated in compliance with Sellers’ policies and procedures and all applicable federal and state laws, regulations, rules and orders, except for such instances of noncompliance which do not have and are not reasonably likely to have, a Material Adverse Effect.

               Section 6.6 Tenant; Branch Leases .

                    (a) Except for the tenant listed on Schedule 1.1(n) hereto, there are no tenants or, to the Knowledge of Sellers, other occupants of the Branches owned by Sellers.

                    (b) Except as set forth in Schedule 6.6(b) hereto, each Branch Lease is in full force and effect, and to the Knowledge of Sellers, the Seller that is a party to such Branch Lease is not in default under any of its obligations thereunder, except for such defaults which would not have a Material Adverse Effect. Subject to the Sellers obtaining any necessary landlord consents, the assignment of each Branch Lease will transfer to the Purchaser all of Sellers’ rights under the Branch Lease subject to the terms of the respective Branch Lease.

               Section 6.7 Purchased Assets . A Seller is the lawful owner of the Fixed Assets, Loans and Contracts free and clear of all Liens other than Permitted Liens and, except for consents required to transfer such Purchased Assets or other Liens which are not yet due and payable and which do not have a Material Adverse Effect on the value of such Purchased Assets subject thereto or the usefulness of the same to the business of any Branch. Sellers have the right to sell, convey, transfer, assign and deliver to Purchaser the Fixed Assets, Loans and Contracts.

               Section 6.8 Loans .

                    (a) Each Loan is subject to a valid, binding, and enforceable promissory note or other written promise to pay. The collateral for each of the Loans that is secured is (i) the collateral described in the applicable security agreement, mortgage, pledge, collateral assignment or other security document, and (ii) is subject to a valid and enforceable Lien. The Loans were open, extended or made, and have been maintained, in accordance with all applicable federal and state laws, regulations, rules and orders.

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                    (b) Except as otherwise set forth in this Agreement, Sellers make no representation or warranty of any kind to Purchaser as to the collectibility of any such Loans or the creditworthiness of any such Obligors thereunder or any guarantor or surety.

               Section 6.9 No Broker . Except for the engagement of Stifel, Nicolaus & Company, Incorporated, no other broker or finder, or other party or agent performing similar functions, has been retained by Sellers or their Affiliates or is entitled to be paid based on any arrangements, agreements or understandings made by Sellers or their Affiliates in connection with the transactions contemplated hereby, and no brokerage fee or other commission has been agreed to be paid by Sellers or their Affiliates on account of such transactions.

               Section 6.10 Proceedings Relating to Properties . Sellers have not received written notice of any pending or threatened proceedings to take all or any part of the Real Property by condemnation or right of eminent domain. Sellers have not received any written notice from a municipality that state that Sellers are in violation of applicable building, zoning or safety laws, ordinances or regulations which remains uncured as of the date of this Agreement. Sellers have not received written notice of any special or general assessments pending against or affecting the Real Property. To the Knowledge of Sellers, (i) Sellers have operated and conducted business at the Property in compliance in all material respects with all applicable Environmental Laws; (ii) there have been no releases or threats of releases of Hazardous Materials from the Branches; and (iii) there have been no Hazardous Materials generated by Sellers which have been disposed of or come to rest at the Real Property which has been included in any published federal, state or local “superfund” list or any other list of hazardous or toxic waste sites. To the Knowledge of Sellers, there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB containing equipment used or stored on, or hazardous waste, as defined by the Resource Conservation and Recovery Act or comparable state or local laws, stored on the Real Property.

               Section 6.11 Limitations on and Disclaimer of Representations and Warranties . Except as otherwise expressly provided in this Agreement or in any other document or agreement delivered in connection herewith:

                    (a) Sellers do not make any representations or warranties, express or implied, as to the physical condition of the Fixed Assets, all of which are being sold “AS IS,” “WHERE IS,” without recourse and with all faults at the Closing Date, except that such Fixed Assets are in working condition, reasonable wear and tear excepted.

                    (b) Sellers do not make any representations or warranty, express or implied, of any type or nature with respect to the condition of the Branches or Real Property, which are being sold “AS IS,” “WHERE IS,” without recourse and with all faults, without any obligation on the part of Sellers.

                    (c) No Seller makes any representations or warranties to Purchaser as to whether, or the length of time during which, any accounts relating to Deposit Liabilities will be maintained by the owners of such Deposit Liabilities at the Branches after the Transfer Date.

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                    (d) Except as specifically provided for in this Agreement, Sellers disclaim and make no representations or warranties whatsoever with respect to the Branches, Purchased Assets, or Assumed Liabilities, express or implied, including, without limitation, any representations or warranties with respect to merchantability, fitness, title, enforceability, collectibility, documentation, or freedom from Liens (in whole or in part) and disclaim any liability and responsibility for any negligent representation, warranty, statement, or information otherwise made or communicated, by oversight or information otherwise made or communicated, by oversight or otherwise (orally or in writing), to Purchaser in connection with the transactions contemplated hereby (including without limitation, any opinion, information, projection, statement, or advice which may have been provided to Purchaser by any employee, officer, agent, stockholder, or other representative of Sellers or their Affiliates in connection with the transactions contemplated hereby).

               Section 6.12 Taxes, Insurance and Utilities . Sellers have no delinquent taxes, and Sellers have no Knowledge of any other unpaid taxes which are now due and payable and may result in liens being placed on the Assets or the Deposit Liabilities. Sellers have not entered into any agreement with any taxing authority that would delay the assessment of any taxes or result in a waiver of any applicable statutes of limitation which, by doing so, may result in liens being placed on any of the Purchased Assets or the Deposit Liabilities. Sellers shall maintain in full force and effect through the Closing Date the present insurance coverage as it relates to the Purchased Assets. Sellers shall pay all utilities through the Closing Date.

               Section 6.13 Other Information . No representation o