PURCHASE AND ASSUMPTION AGREEMENT

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                                    EXHIBIT 2

            PURCHASE & ASSUMPTION AGREEMENT DATED SEPTEMBER 18, 2008

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                        PURCHASE AND ASSUMPTION AGREEMENT

                              BRANCH MULTI-ACQUIRER

                                       AMONG

                     FEDERAL DEPOSIT INSURANCE CORPORATION,
                          RECEIVER OF AMERIBANK, INC.,
                            NORTHFORK, WEST VIRGINIA,

                     FEDERAL DEPOSIT INSURANCE CORPORATION,

                                       AND

                 THE CITIZENS SAVINGS BANK, MARTINS FERRY, OHIO

                                   DATED AS OF

                               SEPTEMBER 19, 2008

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                                 TABLE OF CONTENTS

<TABLE>
<S>             <C>                                                            <C>
ARTICLE I       DEFINITIONS ...............................................      6
ARTICLE II      ASSUMPTION OF LIABILITIES .................................     13
     2.1        Liabilities Assumed by Assuming Bank ......................     13
     2.2        Interest on Deposit Liabilities ...........................     14
     2.3        Unclaimed Deposits ........................................     14
     2.4        Employee Benefit Plans ....................................     14
ARTICLE III     PURCHASE OF ASSETS ........................................     15
     3.1        Assets Purchased by Assuming Bank .........................     15
     3.2         Asset Purchase Price ......................................     16
     3.3        Manner of Conveyance; Limited Warranty;
                  Nonrecourse; Etc .......................................     16
     3.4        Puts of Assets to the Receiver ............................     16
     3.5        Assets Not Purchased by Assuming Bank .....................     19
     3.6        Assets Essential to Receiver. .............................     20
ARTICLE IV      ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS ..............     21
     4.1        Continuation of Banking Business ..........................     21
     4.2        Agreement with Respect to Credit Card Business ............     21
     4.3        Agreement with Respect to Safe Deposit Business ...........     21
     4.4        Agreement with Respect to Safekeeping Business ............     22
     4.5        Agreement with Respect to Trust Business ..................     22
     4.6        Agreement with Respect to Bank Premises ...................     23
     4.7        Agreement with Respect to Leased Data Processing
                  Equipment ..............................................     25
     4.8        Agreement with Respect to Certain
                  Existing Agreements ....................................     26
     4.9        Informational Tax Reporting ...............................     27
     4.10       Insurance .................................................     27
     4.11       Office Space for Receiver and Corporation .................     27
      4.12       Agreement with Respect to Continuation of Group Health Plan
                  Coverage for Former Employees of the Failed Bank .......     27
     4.13       Agreement with Respect to Interim Asset Servicing .........     28
</TABLE>


                                        ii

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<TABLE>
<S>             <C>                                                            <C>
ARTICLE V       DUTIES WITH RESPECT TO DEPOSITORS
               OF THE FAILED BANK ........................................      28
     5.1        Payment of Checks, Drafts and Orders ......................     28
     5.2        Certain Agreements Related to Deposits ....................     29
     5.3        Notice to Depositors ......................................     29
ARTICLE VI      RECORDS ...................................................     29
     6.1        Transfer of Records .......................................     29
     6.2        Delivery of Assigned Records ..............................     30
     6.3        Preservation of Records ...................................     30
     6.4        Access to Records; Copies .................................     30
ARTICLE VII     BID; INITIAL PAYMENT ......................................     31
ARTICLE VIII    ADJUSTMENTS ...............................................     31
     8.1        Pro Forma Statement .......................................     31
     8.2        Correction of Errors and Omissions; Other Liabilities .....
     8.3        Payments ..................................................     32
     8.4        Interest ..................................................     32
     8.5        Subsequent Adjustments ....................................     32

ARTICLE IX      CONTINUING COOPERATION ....................................     32

     9.1        Branch Acquisition and General Matters ....................     32
     9.2        Additional Title Documents ................................     33
     9.3        Claims and Suits ..........................................      33
     9.4        Payment of Deposits .......................................     33
     9.5        Withheld Payments .........................................     34
     9.6        Proceedings with Respect to Certain Assets
                  and Liabilities ........................................     34
     9.7        Information ...............................................     35
ARTICLE X       CONDITION PRECEDENT .......................................     35
ARTICLE XI      REPRESENTATIONS AND WARRANTIES OF THE
               ASSUMING BANK .............................................     35
</TABLE>


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<TABLE>
<S>             <C>                                                            <C>
ARTICLE XII     INDEMNIFICATION ...........................................     36
     12.1       Indemnification of Indemnitees ............................     36
     12.2       Conditions Precedent to Indemnification ...................     39
     12.3       No Additional Warranty ....................................     40
     12.4       Indemnification of Corporation and Receiver ...............     40
     12.5       Obligations Supplemental ..................................     40
     12.6       Criminal Claims ...........................................     41
     12.7       Limited Guaranty of the Corporation .......................     41
     12.8       Subrogation ...............................................     41
ARTICLE XIII    MISCELLANEOUS .............................................     41
     13.1       Entire Agreement ..........................................     41
     13.2       Headings ..................................................     41
     13.3       Counterparts ..............................................     42
     13.4       Governing Law .............................................     42
     13.5       Successors ................................................     42
     13.6       Modification; Assignment ..................................     42
     13.7       Notice ....................................................     42
     13.8       Manner of Payment .........................................     43
     13.9       Costs, Fees and Expenses ..................................     43
     13.10       Waiver ....................................................     43
     13.11      Severability ..............................................     44
     13.12      Term of Agreement .........................................     44
     13.13      Survival of Covenants, Etc. ...............................     44
SCHEDULES
     2.1        Certain Liabilities Assumed ...............................     46
     3.1        Certain Assets Purchased ..................................     47
     3.1(e)     Loans Fully Secured by Assumed Deposits ...................     48
     3.1(i)     Acquired Subsidiaries .....................................     49
     3.2        Purchase Price of Assets or assets ........................     50
     3.5(k)     Securities Not Purchased ..................................     52
EXHIBITS
     4.13       Interim Asset Servicing Arrangement .......................     53
     9.1        Branch Multi-Acquirer Supplement ..........................     55
</TABLE>


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                        PURCHASE AND ASSUMPTION AGREEMENT

                              BRANCH MULTI-ACQUIRER

     THIS AGREEMENT, made and entered into as of September 19, 2008, by and
among the FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER OF AMERIBANK, INC.,
NORTHFORK, WEST VIRGINIA (the "Receiver"), THE CITIZENS SAVINGS BANK, organized
under the laws of the State of Ohio, and having its principal place of business
in Martins Ferry, Ohio (the "Assuming Bank"), and the FEDERAL DEPOSIT INSURANCE
CORPORATION, organized under the laws of the United States of America and having
its principal office in Washington, D.C., acting in its corporate capacity (the
"Corporation").

                                   WITNESSETH:

     WHEREAS, on Bank Closing, the Chartering Authority closed Ameribank, Inc.,
Northfork, West Virginia (the "Failed Bank"), pursuant to applicable law and the
Corporation was appointed Receiver thereof; and

     WHEREAS, the Failed Institution maintained banking facilities at various
locations and the Receiver desires to enter into agreements with multiple
acquirers for the sale of certain assets and the assumption of certain deposit
and other liabilities attributable to one or more of such locations, as set
forth Section 9.1 hereof and in Exhibit 9.1 "Purchase and Assumption Agreement
Branch Multi-Acquirer Supplement to the Agreement", and

     WHEREAS, the Assuming Bank desires to purchase certain assets and assume
certain deposit and other liabilities of the Failed Bank on the terms and
conditions set forth in this Agreement; and

     WHEREAS, pursuant to 12 U.S.C. Section 1823(c)(2)(A), the Corporation may
provide assistance to the Assuming Bank to facilitate the transactions
contemplated by this Agreement, which assistance may include indemnification
pursuant to Article XII; and

     WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined to provide assistance to the Assuming Bank on the terms and subject
to the conditions set forth in this Agreement; and

     WHEREAS, the Board has determined pursuant to 12 U.S.C. Section
1823(c)(4)(A) that such assistance is necessary to meet the obligation of the
Corporation to provide insurance coverage for the insured deposits in the Failed
Bank and is the least costly to the deposit insurance fund of all possible
methods for meeting such obligation.

     NOW THEREFORE, in consideration of the mutual promises herein set forth and
other valuable consideration, the parties hereto agree as follows:


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                                    ARTICLE I
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
in this Article I, or elsewhere in this Agreement. As used herein, words
imparting the singular include the plural and vice versa.

          "ACCOUNTING RECORDS" means the general ledger and subsidiary ledgers
and supporting schedules which support the general ledger balances.

          "ACQUIRED SUBSIDIARIES" has the meaning provided in Section 3.1.

          "ADVERSELY CLASSIFIED" means, with respect to any Loan or security, a
Loan or security which, as of the date of the Information Package, has been
designated in the most recent report of examination as "Substandard," "Doubtful"
or "Loss" by the Failed Bank's appropriate Federal or State Chartering Authority
or regulator.

          "AFFILIATE" of any Person means any director, officer, or employee of
that Person and any other Person (i) who is directly or indirectly controlling,
or controlled by, or under direct or indirect common control with, such Person,
or (ii) who is an affiliate of such Person as the term "affiliate" is defined in
Section 2 of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Section
1841.

          "AGREEMENT" means this Purchase and Assumption Agreement by and among
the Assuming Bank, the Corporation and the Receiver, as amended or otherwise
modified from time to time.

          "ASSETS" means all assets of the Failed Bank purchased pursuant to
Section 3.1. Assets owned by Subsidiaries of the Failed Bank are not "Assets"
within the meaning of this definition.

          "ASSUMED DEPOSITS" means Deposits.

          "BANK CLOSING" means the close of business of the Failed Bank on the
date on which the Chartering Authority closed such institution.

          "BANK PREMISES" means the banking houses, drive-in banking facilities,
and teller facilities (staffed or automated) together with appurtenant parking,
storage and service facilities and structures connecting remote facilities to
banking houses, and land on which the foregoing are located, that are owned or
leased by the Failed Bank and that are occupied by the Failed Bank as of Bank
Closing.

          "BID AMOUNT" has the meaning provided in Article VII.


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          "BOOK VALUE" means, with respect to any Asset and any Liability
Assumed, the dollar amount thereof stated on the Accounting Records of the
Failed Bank. The Book Value of any item shall be determined as of Bank Closing
after adjustments made by the Receiver for differences in accounts, suspense
items, unposted debits and credits, and other similar adjustments or corrections
and for setoffs, whether voluntary or involuntary. The Book Value of an Acquired
Subsidiary shall be determined from the investment in subsidiary and related
accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank
based on the equity method of accounting. Without limiting the generality of the
foregoing, (i) the Book Value of a Liability Assumed shall include all accrued
and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a
Loan shall reflect adjustments for earned interest, or unearned interest (as it
relates to the "rule of 78s" or add-on-interest loans, as applicable), if any,
as of Bank Closing, adjustments for the portion of earned or unearned
loan-related credit life and/or disability insurance premiums, if any,
attributable to the Failed Bank as of Bank Closing, and adjustments for Failed
Bank Advances, if any, in each case as determined for financial reporting
purposes. The Book Value of an Asset shall not include any adjustment for loan
premiums, discounts or any related deferred income or fees, or general or
specific reserves on the Accounting Records of the Failed Bank.

          "BUSINESS DAY" means a day other than a Saturday, Sunday, Federal
legal holiday or legal holiday under the laws of the State where the Failed Bank
is located, or a day on which the principal office of the Corporation is closed.

          "CHARTERING AUTHORITY" means (i) with respect to a national bank, the
Office of the Comptroller of the Currency, (ii) with respect to a Federal
savings association or savings bank, the Office of Thrift Supervision, (iii)
with respect to a bank or savings institution chartered by a State, the agency
of such State charged with primary responsibility for regulating and/or closing
banks or savings institutions, as the case may be, (iv) the Corporation in
accordance with 12 U.S.C. Section 1821(c), with regard to self appointment, or
(v) the appropriate Federal banking agency in accordance with 12 U.S.C.
1821(c)(9).

          "COMMITMENT" means the unfunded portion of a line of credit or other
commitment reflected on the books and records of the Failed Bank to make an
extension of credit (or additional advances with respect to a Loan) that was
legally binding on the Failed Bank as of Bank Closing, other than extensions of
credit pursuant to the credit card business and overdraft protection plans of
the Failed Bank, if any.

          "CREDIT DOCUMENTS" mean the agreements, instruments, certificates or
other documents at any time evidencing or otherwise relating to, governing or
executed in connection with or as security for, a Loan, including without
limitation notes, bonds, loan agreements, letter of credit applications, lease
financing contracts, banker's acceptances, drafts, interest protection
agreements, currency exchange agreements, repurchase agreements, reverse
repurchase agreements, guarantees, deeds of trust, mortgages, assignments,
security agreements, pledges, subordination or priority agreements, lien
priority agreements, undertakings, security instruments, certificates,
documents, legal opinions, participation agreements and intercreditor


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agreements, and all amendments, modifications, renewals, extensions,
rearrangements, and substitutions with respect to any of the foregoing.

          "CREDIT FILE" means all Credit Documents and all other credit,
collateral, or insurance documents in the possession or custody of the Assuming
Bank, or any of its Subsidiaries or Affiliates, relating to an Asset or a Loan
included in a Put Notice, or copies of any thereof.

          "DATA PROCESSING LEASE" means any lease or licensing agreement,
binding on the Failed Bank as of Bank Closing, the subject of which is data
processing equipment or computer hardware or software used in connection with
data processing activities. A lease or licensing agreement for computer software
used in connection with data processing activities shall constitute a Data
Processing Lease regardless of whether such lease or licensing agreement also
covers data processing equipment.

          "DEPOSIT" means a deposit as defined in 12 U.S.C. Section 1813(l),
including, without limitation, outstanding cashier's checks and other official
checks and all uncollected items included in the depositors' balances and
credited on the books and records of the Failed Bank; provided, that the term
"Deposit" shall not include all or any portion of those deposit balances which,
in the discretion of the Receiver or the Corporation, (i) may be required to
satisfy it for any liquidated or contingent liability of any depositor arising
from an unauthorized or unlawful transaction, or (ii) may be needed to provide
payment of any liability of any depositor to the Failed Bank or the Receiver,
including the liability of any depositor as a director or officer of the Failed
Bank, whether or not the amount of the liability is or can be determined as of
Bank Closing.

          "FAILED BANK ADVANCES" means the total sums paid by the Failed Bank to
(i) protect its lien position, (ii) pay ad valorem taxes and hazard insurance,
and (iii) pay credit life insurance, accident and health insurance, and vendor's
single interest insurance.

     "FAIR MARKET VALUE" means (i)(a) "Market Value" as defined in the
regulation prescribing the standards for real estate appraisals used in
federally related transactions, 12 C.F.R. Section 323.2(g), and accordingly
shall mean the most probable price which a property should bring in a
competitive and open market under all conditions requisite to a fair sale, the
buyer and seller each acting prudently and knowledgeably, and assuming the price
is not affected by undue stimulus. Implicit in this definition is the
consummation of a sale as of a specified date and the passing of title from
seller to buyer under conditions whereby:

     (1) Buyer and seller are typically motivated;

     (2) Both parties are well informed or well advised, and acting in what they
     consider their own best interests;

     (3) A reasonable time is allowed for exposure in the open market;

     (4) Payment is made in terms of cash in U.S. dollars or in terms of
     financial arrangements comparable thereto; and

     (5) The price represents the normal consideration for the property sold
     unaffected by


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     special or creative financing or sales concessions granted by anyone
     associated with the sale;

as determined as of Bank Closing by an appraiser mutually acceptable to the
Receiver and the Assuming Bank; any costs and fees associated with such
determination shall be shared equally by the Receiver and the Assuming Bank, and
(b) which, with respect to Bank Premises (to the extent, if any, that Bank
Premises are purchased utilizing this valuation method), shall be determined not
later than sixty (60) days after Bank Closing by an appraiser selected by the
Receiver and the Assuming Bank within seven (7) days after Bank Closing; or (ii)
with respect to property other than Bank Premises purchased utilizing this
valuation method, the price therefor as established by the Receiver and agreed
to by the Assuming Bank, or in the absence of such agreement, as determined in
accordance with clause (i)(a) above.

          "FIXTURES" means those leasehold improvements, additions, alterations
and installations constituting all or a part of Bank Premises and which were
acquired, added, built, installed or purchased at the expense of the Failed
Bank, regardless of the holder of legal title thereto as of Bank Closing.

          "FURNITURE AND EQUIPMENT" means the furniture and equipment (other
than Safe Deposit Boxes, motor vehicles and leased data processing equipment,
including hardware and software), leased or owned by the Failed Bank and
reflected on the books of the Failed Bank as of Bank Closing, including without
limitation automated teller machines, carpeting, furniture, office machinery
(including personal computers), shelving, office supplies, telephone,
surveillance and security systems, and artwork.

          "INDEMNITEES" means, except as provided in paragraph (k) of Section
12.1, (i) the Assuming Bank, (ii) the Subsidiaries and Affiliates of the
Assuming Bank other than any Subsidiaries or Affiliates of the Failed Bank that
are or become Subsidiaries or Affiliates of the Assuming Bank, and (iii) the
directors, officers, employees and agents of the Assuming Bank and its
Subsidiaries and Affiliates who are not also present or former directors,
officers, employees or agents of the Failed Bank or of any Subsidiary or
Affiliate of the Failed Bank.

          "INFORMATION PACKAGE" means the compilation of financial and other
data with respect to the Failed Bank entitled "Information Package" dated as of
June 30, 2008, and any amendments or supplements thereto provided to the
Assuming Bank by the Corporation.

          "INITIAL PAYMENT" means the payment made pursuant to Article VII
(based on the best information available as of Bank Closing), the amount of
which shall be either (i) if the Bid Amount is positive, the aggregate Book
Value of the Liabilities Assumed minus the sum of the aggregate purchase price
of the Assets and assets purchased and the positive Bid Amount, or (ii) if the
Bid Amount is negative, the sum of the aggregate Book Value of the Liabilities
Assumed and the negative Bid Amount minus the aggregate purchase price of the
Assets and assets purchased. The Initial Payment shall be payable by the
Corporation to the Assuming Bank if (i) the Liabilities Assumed are greater than
the sum of the positive Bid Amount and the Assets and assets purchased, or if
(ii) the sum of the Liabilities Assumed and the negative Bid Amount


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are greater than the Assets and assets purchased. The Initial Payment shall be
payable by the Assuming Bank to the Corporation if (i) the Liabilities Assumed
are less than the sum of the positive Bid Amount and the Assets and assets
purchased, or if (ii) the sum of the Liabilities Assumed and the negative Bid
Amount is less than the Assets and assets purchased. Such Initial Payment shall
be subject to adjustment as provided in Article VIII.

          "LEGAL BALANCE" means the amount of indebtedness legally owed by an
Obligor with respect to a Loan, including principal and accrued and unpaid
interest, late fees, attorneys' fees and expenses, taxes, insurance premiums,
and similar charges, if any.

          "LIABILITIES ASSUMED" has the meaning provided in Section 2.1.

          "LIEN" means any mortgage, lien, pledge, charge, assignment for
security purposes, security interest, or encumbrance of any kind with respect to
an Asset, including any conditional sale agreement or capital lease or other
title retention agreement relating to such Asset.

          "LOANS" means all of the following owed to or held by the Failed Bank
as of Bank Closing:

          (i) loans, participation agreements, interests in participations,
overdrafts of customers (including but not limited to overdrafts made pursuant
to an overdraft protection plan or similar extensions of credit in connection
with a deposit account), revolving commercial lines of credit, home equity lines
of credit, United States and/or State-guaranteed student loans, and lease
financing contracts;

          (ii) all Liens, rights (including rights of set-off), remedies,
powers, privileges, demands, claims, priorities, equities and benefits owned or
held by, or accruing or to accrue to or for the benefit of, the holder of the
obligations or instruments referred to in clause (i) above, including but not
limited to those arising under or based upon Credit Documents, casualty
insurance policies and binders, standby letters of credit, mortgagee title
insurance policies and binders, payment bonds and performance bonds at any time
and from time to time existing with respect to any of the obligations or
instruments referred to in clause (i) above; and

          (iii) all amendments, modifications, renewals, extensions,
refinancings, and refundings of or for any of the foregoing;

provided, that there shall be excluded from the definition of Loans (a) any
portion of the foregoing which the Failed Bank or the Assuming Bank (or any of
their respective Subsidiaries) holds not for its own account but solely as agent
or fiduciary for, or otherwise as representative of, any other Person, (b) any
loans which have been charged off the Accounting Records of the Failed Bank in
whole or in part prior to the date of the Information Package, (c) loans
recorded on the Accounting Records of the Failed Bank on "in substance
foreclosure" status as of Bank Closing, and (d) Commitments.


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          "OBLIGOR" means each Person liable for the full or partial payment or
performance of any Loan, whether such Person is obligated directly, indirectly,
primarily, secondarily, jointly, or severally.

          "PAYMENT DATE" means the first Business Day after Bank Closing.

          "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof, excluding the
Corporation.

          "PRIMARY INDEMNITOR" means any Person (other than the Assuming Bank or
any of its Affiliates) who is obligated to indemnify or insure, or otherwise
make payments (including payments on account of claims made against) to or on
behalf of any Person in connection with the claims covered under Article XII,
including without limitation any insurer issuing any directors and officers
liability policy or any Person issuing a financial institution bond or banker's
blanket bond.

          "PUT DATE" has the meaning provided in Section 3.4.

          "PUT NOTICE" has the meaning provided in Section 3.4.

          "QUALIFIED FINANCIAL CONTRACT" means a qualified financial contract as
defined in 12 U.S.C. Section 1821(e)(8)(D).

          "RECORD" means any document, microfiche, microfilm and computer
records (including but not limited to magnetic tape, disc storage, card forms
and printed copy) of the Failed Bank generated or maintained by the Failed Bank
that is owned by or in the possession of the Receiver at Bank Closing.

          "RELATED LIABILITY" with respect to any Asset means any liability
existing and reflected on the Accounting Records of the Failed Bank as of Bank
Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel
mortgages, security interests or other liens on or affecting such Asset, (ii) ad
valorem taxes applicable to such Asset, and (iii) any other obligation
determined by the Receiver to be directly related to such Asset.

          "RELATED LIABILITY AMOUNT" with respect to any Related Liability on
the books of the Assuming Bank, means the amount of such Related Liability as
stated on the Accounting Records of the Assuming Bank (as maintained in
accordance with generally accepted accounting principles) as of the date as of
which the Related Liability Amount is being determined. With respect to a
liability that relates to more than one asset, the amount of such Related
Liability shall be allocated among such assets for the purpose of determining
the Related Liability Amount with respect to any one of such assets. Such
allocation shall be made by specific allocation, where determinable, and
otherwise shall be pro rata based upon the dollar amount of such assets stated
on the Accounting Records of the entity that owns such asset.


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          "REPURCHASE PRICE" means with respect to any Asset or asset, which
shall be determined by the Receiver, the lesser of (a) or (b):

          (a) the amount paid by the Assuming Bank, decreased by the amount of
any money received with respect thereto since Bank Closing and, if the Asset is
a Loan or other interest bearing or earning asset, the resulting amount shall
then be increased or decreased, as the case may be, by interest or discount
(whichever is applicable) accrued from and after Bank Closing at the lower of:
(i) the contract rate with respect to such Asset, or (ii) the Settlement
Interest Rate; net proceeds received by or due to the Assuming Bank from the
sale of collateral, any forgiveness of debt, or otherwise shall be deemed money
received by the Assuming Bank; or

          (b) the dollar amount thereof stated on the Accounting Records of the
Assuming Bank as of the date as of which the Repurchase Price is being
determined, as maintained in accordance with generally accepted accounting
principles, and, if the asset is a Loan, regardless of the Legal Balance thereof
and adjusted in the same manner as the Book Value of a Failed Bank Loan would be
adjusted hereunder.

Provided, however, (b), above, shall not be applicable for Loans repurchased
pursuant to Section 3.4(a).

If any Asset or asset is purchased as part of a group of Assets or assets for
Book Value and/or as a percentage of Book Value, the amount paid by the Assuming
Bank, for purposes of (a), above, shall be the Book Value, as of the date of
Bank Closing, of the individual Asset or asset being repurchased multiplied, if
applicable, by the percentage paid.

          "SAFE DEPOSIT BOXES" means the safe deposit boxes of the Failed Bank,
if any, including the removable safe deposit boxes and safe deposit stacks in
the Failed Bank's vault(s), all rights and benefits (other than fees collected
prior to Bank Closing) under rental agreements with respect to such safe deposit
boxes, and all keys and combinations thereto.

          "SETTLEMENT DATE" means the first Business Day immediately prior to
the day which is one hundred eighty (180) days after Bank Closing, or such other
date prior thereto as may be agreed upon by the Receiver and the Assuming Bank.
The Receiver, in its discretion, may extend the Settlement Date.

          "SETTLEMENT INTEREST RATE" means, for the first calendar quarter or
portion thereof during which interest accrues, the rate determined by the
Receiver to be equal to the equivalent coupon issue yield on twenty-six
(26)-week United States Treasury Bills in effect as of Bank Closing as published
in The Wall Street Journal; provided, that if no such equivalent coupon issue
yield is available as of Bank Closing, the equivalent coupon issue yield for
such Treasury Bills most recently published in The Wall Street Journal prior to
Bank Closing shall be used. Thereafter, the rate shall be adjusted to the rate
determined by the Receiver to be equal to the equivalent coupon issue yield on
such Treasury Bills in effect as of the first day of each succeeding calendar
quarter during which interest accrues as published in The Wall Street Journal.


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          "SUBSIDIARY" has the meaning set forth in Section 3(w)(4) of the
Federal Deposit Insurance Act, 12 U.S.C. Section 1813(w)(4), as amended.

                                    ARTICLE II
                            ASSUMPTION OF LIABILITIES

     2.1 LIABILITIES ASSUMED BY ASSUMING BANK. The Assuming Bank expressly
assumes at Book Value (subject to adjustment pursuant to Article VIII) and
agrees to pay, perform, and discharge all of the following liabilities of the
Failed Bank as of Bank Closing, except as otherwise provided in this Agreement
(such liabilities referred to as "Liabilities Assumed"):

     (a)   Assumed Deposits; provided, that as to any Deposits of public money
          which are Assumed Deposits, the Assuming Bank agrees to properly
          secure such Deposits with such of the Assets as appropriate which,
          prior to Bank Closing, were pledged as security therefor by the Failed
          Bank, or with assets of the Assuming Bank, if such securing Assets, if
          any, are insufficient to properly secure such Deposits;

     (b)   liabilities for indebtedness secured by mortgages, deeds of trust,
          chattel mortgages, security interests or other liens on or affecting
          any Assets, if any; provided, that the assumption of any liability
          pursuant to this paragraph shall be limited to the market value of the
          Assets securing such liability as determined by the Receiver;

     (c)   overdrafts, debit balances, service charges, reclamations, and
          adjustments to accounts with the Federal Reserve Banks as reflected on
          the books and records of any such Federal Reserve Bank within ninety
          (90) days after Bank Closing, if any;

     (d)   ad valorem taxes applicable to any Asset, if any; provided, that the
          assumption of any ad valorem taxes pursuant to this paragraph shall be
          limited to an amount equal to the market value of the Asset to which
          such taxes apply as determined by the Receiver;

     (e)   liabilities, if any, for federal funds purchased, repurchase
          agreements and overdrafts in accounts maintained with other depository
          institutions (including any accrued and unpaid interest thereon
          computed to and including Bank Closing); provided, that the assumption
          of any liability pursuant to this paragraph shall be limited to the
          market value of the Assets securing such liability as determined by
          the Receiver;

     (f)   United States Treasury tax and loan note option accounts, if any;

     (g)   Omitted;


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     (h)   duties and obligations assumed pursuant to this Agreement including
          without limitation those relating to the Failed Bank's credit card
          business, overdraft protection plans, safe deposit business,
          safekeeping business or trust business, if any; and

     (i)   liabilities, if any, for amounts owed to any Acquired Subsidiary.

     Schedule 2.1 attached hereto and incorporated herein sets forth certain
categories of Liabilities Assumed and the aggregate Book Value of the
Liabilities Assumed in such categories. Such schedule is based upon the best
information available to the Receiver and may be adjusted as provided in Article
VIII.

     2.2 INTEREST ON DEPOSIT LIABILITIES. The Assuming Bank agrees that, from
and after Bank Closing, it will accrue and pay interest on Deposit liabilities
assumed pursuant to Section 2.1 at a rate(s) it shall determine; provided, that
for nontransaction Deposit liabilities such rate(s) shall not be less than the
lowest rate offered by the Assuming Bank to its depositors for nontransaction
deposit accounts. The Assuming Bank shall permit each depositor to withdraw,
without penalty for early withdrawal, all or any portion of such depositor's
Deposit, whether or not the Assuming Bank elects to pay interest in accordance
with any deposit agreement formerly existing between the Failed Bank and such
depositor; and further provided, that if such Deposit has been pledged to secure
an obligation of the depositor or other party, any withdrawal thereof shall be
subject to the terms of the agreement governing such pledge. The Assuming Bank
shall give notice to such depositors as provided in Section 5.3 of the rate(s)
of interest which it has determined to pay and of such withdrawal rights.

     2.3 UNCLAIMED DEPOSITS. If, within eighteen (18) months after Bank Closing,
any depositor of the Failed Bank does not claim or arrange to continue such
depositor's Deposit assumed pursuant to Section 2.1 at the Assuming Bank, the
Assuming Bank shall, within fifteen (15) Business Days after the end of such
eighteen (18)-month period, (i) refund to the Corporation the full amount of
each such Deposit (without reduction for service charges), (ii) provide to the
Corporation a schedule of all such refunded Deposits in such form as may be
prescribed by the Corporation, and (iii) assign, transfer, convey and deliver to
the Receiver all right, title and interest of the Assuming Bank in and to
Records previously transferred to the Assuming Bank and other records generated
or maintained by the Assuming Bank pertaining to such Deposits. During such
eighteen (18)-month period, at the request of the Corporation, the Assuming Bank
promptly shall provide to the Corporation schedules of unclaimed deposits in
such form as may be prescribed by the Corporation.

     2.4 EMPLOYEE BENEFIT PLANS. Except as provided in Section 4.12, the
Assuming Bank shall have no liabilities, obligations or responsibilities under
the Failed Bank's health care, bonus, vacation, pension, profit sharing or stock
purchase plans or similar plans, if any, unless the Receiver and the Assuming
Bank agree otherwise subsequent to the date of this Agreement.


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                                   ARTICLE III
                               PURCHASE OF ASSETS

     3.1 ASSETS PURCHASED BY ASSUMING BANK. Subject to Sections 3.5 and 3.6, the
Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells,
assigns, transfers, conveys, and delivers to the Assuming Bank, all right,
title, and interest of the Receiver in and to all of the following:

     (a)   cash and receivables from depository institutions, including cash
          items in the process of collection, plus any accrued interest thereon
          computed to and including Bank Closing;

     (b)   securities (other than the capital stock of Subsidiaries of the Failed
          Bank and those securities referred to in Section 3.5(k), if any), plus
          any accrued interest thereon computed to and including Bank Closing;

     (c)   federal funds sold and repurchase agreements, if any, including any
          accrued interest thereon computed to and including Bank Closing;

     (d)   omitted;

     (e)   Loans secured, in whole or in part, by Assumed Deposits or deposits at
          other depository institutions, but only such of those Loans which also
          are listed on Schedule 3.1(e), if any (including any such Loan that
          the Failed Bank charged-off in whole or in part during the period from
          the date of the Information Package to and including Bank Closing);

     (f)   credit card business, if any, including all outstanding extensions of
          credit, subject to Section 4.2;

     (g)   Safe Deposit Boxes and related business, safekeeping business and
          trust business, if any, subject to Section 4.3, 4.4 or 4.5,
          respectively;

     (h)   Records and other documents as provided in Section 6.1;

     (i)   capital stock of the Subsidiaries of the Failed Bank listed on
          Schedule 3.1(i), if any (the "Acquired Subsidiaries");

     (j)   amounts owed to the Failed Bank by any Acquired Subsidiary;

     (k)   assets securing Deposits of public money, to the extent not otherwise
          purchased hereunder; and

     (l)   overdrafts of customers (including but not limited to overdrafts made
          pursuant to an overdraft protection plan or similar extensions of
          credit in connection with a deposit account).


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Schedule 3.1 attached hereto and incorporated herein sets forth certain
categories of Assets. Such schedule(s) is based upon the best information
available to the Receiver and may be adjusted as provided in Article VIII.
Assets are purchased hereunder by the Assuming Bank subject to all liabilities
for indebtedness collateralized by Liens affecting such Assets to the extent
provided in Section 2.1.

     3.2   ASSET PURCHASE PRICE.

     (a) All Assets and assets of the Failed Bank subject to an option to
purchase by the Assuming Bank shall be purchased for the amount, or the amount
resulting from the method specified for determining the amount, as specified on
Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of
the Failed Bank subject to an option to purchase or other asset purchased for
which no purchase price is specified on Schedule 3.2 or otherwise herein shall
be purchased at its Fair Market Value.

     b) The purchase price for securities (other than the capital stock of any
Acquired Subsidiary) purchased under Section 3.1 by the Assuming Bank shall be
the market value thereof as of Bank Closing, which market value shall be (i) the
"Mid/Last", or "Trade" (as applicable), market price for each such security
quoted at the close of the trading day effective on Bank Closing as published
electronically by Bloomberg, L.P.; (ii) provided, that if such market price is
not available for any such security, the Assuming Bank will submit a bid for
each such security within three days of notification/bid request by the Receiver
(unless a different time period is agreed to by the Assuming Bank and the
Receiver) and the Receiver, in its sole discretion will accept or reject each
such bid; and (iii) further provided in the absence of an acceptable bid from
the Assuming Bank, each such security shall not pass to the Assuming Bank and
shall be deemed to be an excluded asset hereunder.

     3.3 MANNER OF CONVEYANCE; LIMITED WARRANTY; NONRECOURSE; ETC. THE
CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS,
PURCHASED BY THE ASSUMING BANK UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY,
BY RECEIVER'S DEED OR RECEIVER'S BILL OF SALE, "AS IS", "WHERE IS", WITHOUT
RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT,
WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR
IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR
FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

     3.4 PUTS OF ASSETS TO THE RECEIVER.


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     (a) PUTS WITHIN 14 AND AT 30 DAYS AFTER BANK CLOSING. During the fourteen
(14)-day period following Bank Closing and only during such period (which
fourteen (14)-day period may be extended in writing in the sole absolute
discretion of the Receiver for any Loan), in accordance with this Section 3.4,
the Assuming Bank shall be entitled to require the Receiver to purchase any Loan
transferred to the Assuming Bank pursuant to Section 3.1(e) which is not fully
secured by Assumed Deposits or deposits at other insured depository institutions
due to either insufficient Assumed Deposit or deposit collateral or deficient
documentation regarding such collateral; provided with regard to any Loan
secured by an Assumed Deposit, no such purchase may be required until any
Deposit setoff determination, whether voluntary or involuntary, has been made;
and,

at the end of the thirty (30)-day period following Bank Closing and at that time
only, in accordance with this Section 3.4, the Assuming Bank shall be entitled
to require the Receiver to purchase any remaining overdraft transferred to the
Assuming Bank pursuant to 3.1(l) which both was made after the "as of" date of
the Information Package and was not made pursuant to an overdraft protection
plan or similar extension of credit.

Notwithstanding the foregoing, the Assuming Bank shall not have the right to
require the Receiver to purchase any Loan if (i) the Obligor with respect to
such Loan is an Acquired Subsidiary, or (ii) the Assuming Bank has:

          (A)   made any advance in accordance with the terms of a Commitment or
               otherwise with respect to such Loan;

          (B)   taken any action that increased the amount of a Related Liability
               with respect to such Loan over the amount of such liability
               immediately prior to the time of such action;

          (C)   created or permitted to be created any Lien on such Loan which
               secures indebtedness for money borrowed or which constitutes a
               conditional sales agreement, capital lease or other title
               retention agreement;

          (D)   entered into, agreed to make, grant or permit, or made, granted
               or permitted any modification or amendment to, any waiver or
               extension with respect to, or any renewal, refinancing or
               refunding of, such Loan or related Credit Documents or
               collateral, including, without limitation, any act or omission
                which diminished such collateral; or

          (E)   sold, assigned or transferred all or a portion of such Loan to a
               third party (whether with or without recourse).

The Assuming Bank shall transfer all such Loans to the Receiver without
recourse, and shall indemnify the Receiver against any and all claims of any
Person claiming by, through or under the Assuming Bank with respect to any such
Loan, as provided in Section 12.4.


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<PAGE>

     (b) PUTS PRIOR TO THE SETTLEMENT DATE. During the period from Bank Closing
to and including the Business Day immediately preceding the Settlement Date, the
Assuming Bank shall be entitled to require the Receiver to purchase any Asset
which the Assuming Bank can establish is evidenced by forged or stolen
instruments as of Bank Closing; provided, that, the Assuming Bank shall not have
the right to require the Receiver to purchase any such Asset with respect to
which the Assuming Bank has taken any action referred to in Section 3.4(a)(ii)
with respect to such Asset. The Assuming Bank shall transfer all such Assets to
the Receiver without recourse, and shall indemnify the Receiver against any and
all claims of any Person claiming by, through or under the Assuming Bank with
respect to any such Asset, as provided in Section 12.4.

     (c) NOTICES TO THE RECEIVER. In the event that the Assuming Bank elects to
require the Receiver to purchase one or more Assets, the Assuming Bank shall
deliver to the Receiver a notice (a "Put Notice") which shall include:

          (i) a list of all Assets that the Assuming Bank requires the Receiver
to purchase;

          (ii) a list of all Related Liabilities with respect to the Assets
identified pursuant to (i) above; and

           (iii) a statement of the estimated Repurchase Price of each Asset
identified pursuant to (i) above as of the applicable Put Date.

Such notice shall be in the form prescribed by the Receiver or such other form
to which the Receiver shall consent. As provided in Section 9.6, the Assuming
Bank shall deliver to the Receiver such documents, Credit Files and such
additional information relating to the subject matter of the Put Notice as the
Receiver may request and shall provide to the Receiver full access to all other
relevant books and records.

     (d) PURCHASE BY RECEIVER. The Receiver shall purchase Loans that are
specified in the Put Notice and shall assume Related Liabilities with respect to
such Loans, and the transfer of such Loans and Related Liabilities shall be
effective as of a date determined by the Receiver, which date shall not be later
than thirty (30) days after receipt by the Receiver of the Credit Files with
respect to such Loans (the "Put Date").

     (e) PURCHASE PRICE AND PAYMENT DATE. Each Loan purchased by the Receiver
pursuant to this Section 3.4 shall be purchased at a price equal to the
Repurchase Price of such Loan less the Related Liability Amount applicable to
such Loan, in each case determined as of the applicable Put Date. If the
difference between such Repurchase Price and such Related Liability Amount is
positive, then the Receiver shall pay to the Assuming Bank the amount of such
difference; if the difference between such amounts is negative, then the
Assuming Bank shall pay to the Receiver the amount of such difference. The
Assuming Bank or the Receiver, as the case may be, shall pay the purchase price
determined pursuant to this Section 3.4(e) not later than the twentieth (20th)
Business Day following the applicable Put Date, together with interest on such
amount at the Settlement Interest Rate for the period from and including such
Put Date to and including the day preceding the date upon which payment is made.


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<PAGE>

     (f) SERVICING. The Assuming Bank shall administer and manage any Asset
subject to purchase by the Receiver in accordance with usual and prudent banking
standards and business practices until such time as such Asset is purchased by
the Receiver.

     (g) REVERSALS. In the event that the Receiver purchases an Asset (and
assumes the Related Liability) that it is not required to purchase pursuant to
this Section 3.4, the Assuming Bank shall repurchase such Asset (and assume such
Related Liability) from the Receiver at a price computed so as to achieve the
same economic result as would apply if the Receiver had never purchased such
Asset pursuant to this Section 3.4.

     3.5 ASSETS NOT PURCHASED BY ASSUMING BANK. The Assuming Bank does not
purchase, acquire or assume, or (except as otherwise expressly provided in this
Agreement) obtain an option to purchase, acquire or assume under this Agreement:

     (a) any financial institution bonds, banker's blanket bonds, or public
liability, fire, or extended coverage insurance policy or any other insurance
policy of the Failed Bank, or premium refund, unearned premium derived from
cancellation, or any proceeds payable with respect to any of the foregoing;

     (b) any interest, right, action, claim, or judgment against (i) any
officer, director, employee, accountant, attorney, or any other Person employed
or retained by the Failed Bank or any Subsidiary of the Failed Bank on or prior
to Bank Closing arising out of any act or omission of such Person in such
capacity, (ii) any underwriter of financial institution bonds, banker's blanket
bonds or any other insurance policy of the Failed Bank, (iii) any shareholder or
holding company of the Failed Bank, or (iv) any other Person whose action or
inaction may be related to any loss (exclusive of any loss resulting from such
Person's failure to pay on a Loan made by the Failed Bank) incurred by the
Failed Bank; provided, that for the purposes hereof, the acts, omissions or
other events giving rise to any such claim shall have occurred on or before Bank
Closing, regardless of when any such claim is discovered and regardless of
whether any such claim is made with respect to a financial institution bond,
banker's blanket bond, or any other insurance policy of the Failed Bank in force
as of Bank Closing;

     (c) prepaid regulatory assessments of the Failed Bank, if any;

     (d) legal or equitable interests in tax receivables of the Failed Bank, if
any, including any claims arising as a result of the Failed Bank having entered
into any agreement or otherwise being joined with another Person with respect to
the filing of tax returns or the payment of taxes;

     (e) Federal Reserve Bank and Federal Home Loan Bank stock, if any;

     (f) amounts reflected on the Accounting Records of the Failed Bank as of
Bank Closing as a general or specific loss reserve or contingency account, if
any;

     (g) owned and leased Bank Premises and owned and leased Furniture and
Equipment and Fixtures and data processing equipment (including hardware and
software) located on Bank


                                       19

<PAGE>

Premises, if any; provided, that the Assuming Bank does obtain an option under
Section 4.6, Section 4.7 or Section 4.8, as the case may be, with respect
thereto;

     (h) owned Bank Premises which the Receiver, in its discretion, determines
may contain environmentally hazardous substances;

     (i) any amounts owed to the Failed Bank by any Subsidiary of the Failed
Bank other than an Acquired Subsidiary;

     (j) any "goodwill," as such term is defined in the instructions to the
report of condition prepared by banks examined by the Corporation in accordance
with 12 C.F.R. Section 304.4, and other intangibles;

     (k) any security if, in the discretion of the Receiver, the value of such
security either cannot be determined or is determined to be zero pursuant to
Section 3.2(b), and any security listed on Schedule 3.5(k), if any; and

     (l) any criminal restitution orders issued in favor of the Failed Bank.

The Assuming Bank only acquires assets and rights as provided in this Agreement.
The foregoing shall not be construed to imply that any particular asset or right
listed otherwise would have been sold or assigned or that any asset or right not
listed is sold or assigned.

      3.6 ASSETS ESSENTIAL TO RECEIVER.

     (a) The Receiver may refuse to sell to the Assuming Bank, or the Assuming
Bank agrees, at the request of the Receiver set forth in a written notice to the
Assuming Bank, to assign, transfer, convey, and deliver to the Receiver all of
the Assuming Bank's right, title and interest in and to, any Asset or asset
essential to the Receiver as determined by the Receiver in its discretion
(together with all Credit Documents evidencing or pertaining thereto), which may
include any Asset or asset that the Receiver determines to be:

          (i) made to an officer, director, or other Person engaging in the
affairs of the Failed Bank, its Subsidiaries or Affiliates or any related
entities of any of the foregoing;

          (ii) the subject of any investigation relating to any claim with
respect to any item described in Section 3.5(a) or (b), or the subject of, or
potentially the subject of, any legal proceedings;

          (iii) made to a Person who is an Obligor on a loan owned by the
Receiver or the Corporation in its corporate capacity or its capacity as
receiver of any institution;

          (iv) secured by collateral which also secures any asset owned by the
Receiver; or


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<PAGE>

          (v) related to any asset of the Failed Bank not purchased by the
Assuming Bank under this Article III or any liability of the Failed Bank not
assumed by the Assuming Bank under Article II.

     (b) Each such Asset or asset purchased by the Receiver shall be purchased
at a price equal to the Repurchase Price thereof less the Related Liability
Amount with respect to any Related Liabilities related to such Asset or asset,
in each case determined as of the date of the notice provided by the Receiver
pursuant to Section 3.6(a). The Receiver shall pay the Assuming Bank not later
than the twentieth (20th) Business Day following receipt of related Credit
Documents and Credit Files together with interest on such amount at the
Settlement Interest Rate for the period from and including the date of receipt
of such documents to and including the day preceding the day on which payment is
made. The Assuming Bank agrees to administer and manage each such Asset or asset
in accordance with usual and prudent banking standards and business practices
until each such Loan is purchased by the Receiver. All transfers with respect to
Loans under this Section 3.6 shall be made as provided in Section 9.6. The
Assuming Bank shall transfer all such Assets or assets and Related Liabilities
to the Receiver without recourse, and shall indemnify the Receiver against any
and all claims of any Person claiming by, through or under the Assuming Bank
with respect to any such Asset or asset, as provided in Section 12.4.

                                    ARTICLE IV
                  ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS

     The Assuming Bank agrees with the Receiver and the Corporation as follows:

     4.1 CONTINUATION OF BANKING BUSINESS. The Assuming Bank agrees to provide
full service banking in the trade area of the Failed Bank commencing on the
first banking business day (including a Saturday) after Bank Closing. At the
option of the Assuming Bank, such banking services may be provided at any or all
of the Bank Premises, or at other premises within such trade area.

     4.2 AGREEMENT WITH RESPECT TO CREDIT CARD BUSINESS. The Assuming Bank
agrees to honor and perform, from and after Bank Closing, all duties and
obligations with respect to the Failed Bank's credit card business, and/or
processing related to credit cards, if any, and assumes all outstanding
extensions of credit with respect thereto. Fees related to the credit card
business collected prior to Bank Closing shall be for the benefit of the
Receiver and fees collected after Bank Closing shall be for the benefit of the
Assuming Bank.

     4.3 AGREEMENT WITH RESPECT TO SAFE DEPOSIT BUSINESS. The Assuming Bank
assumes and agrees to discharge, from and after Bank Closing, in the usual
course of conducting a banking business, the duties and obligations of the
Failed Bank with respect to all Safe Deposit Boxes, if any, of the Failed Bank
and to maintain all of the necessary facilities for the use of such boxes by the
renters thereof during the period for which such boxes have been rented and the
rent therefor paid to the Failed Bank, subject to the provisions of the rental
agreements between the Failed Bank and the respective renters of such boxes;
provided, that the Assuming Bank may relocate the Safe Deposit Boxes of the
Failed Bank to any office of the Assuming Bank located in the trade area of the
Failed Bank. Fees related to the safe deposit business collected prior to


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Bank Closing shall be for the benefit of the Receiver and fees collected after
Bank Closing shall be for the benefit of the Assuming Bank.

     4.4 AGREEMENT WITH RESPECT TO SAFEKEEPING BUSINESS. The Receiver transfers,
conveys and delivers to the Assuming Bank and the Assuming Bank accepts all
securities and other items, if any, held by the Failed Bank in safekeeping for
its customers as of Bank Closing. The Assuming Bank assumes and agrees to honor
and discharge, from and after Bank Closing, the duties and obligations of the
Failed Bank with respect to such securities and items held in safekeeping. The
Assuming Bank shall be entitled to all rights and benefits heretofore accrued or
hereafter accruing with respect thereto; provided, that, fees related to the
safe keeping business collected prior to Bank Closing shall be for the benefit
of the Receiver and fees collected after Bank Closing shall be for the benefit
of the Assuming Bank. The Assuming Bank shall provide to the Receiver written
verification of all assets held by the Failed Bank for safekeeping within sixty
(60) days after Bank Closing.

     4.5 AGREEMENT WITH RESPECT TO TRUST BUSINESS.

     (a) The Assuming Bank shall, without further transfer, substitution, act or
deed, to the full extent permitted by law, succeed to the rights, obligations,
properties, assets, investments, deposits, agreements, and trusts of the Failed
Bank under trusts, executorships, administrations, guardianships, and agencies,
and other fiduciary or representative capacities, all to the same extent as
though the Assuming Bank had assumed the same from the Failed Bank prior to Bank
Closing; provided, that any liability based on the misfeasance, malfeasance or
nonfeasance of the Failed Bank, its directors, officers, employees or agents
with respect to the trust business is not assumed hereunder. Fees related to the
trust business collected prior to Bank Closing shall be for the benefit of the
Receiver and fees collected after Bank Closing shall be for the benefit of the
Assuming Bank.

     (b) The Assuming Bank shall, to the full extent permitted by law, succeed
to, and be entitled to take and execute, the appointment to all executorships,
trusteeships, guardianships and other fiduciary or representative capacities to
which the Failed Bank is or may be named in wills, whenever probated, or to
which the Failed Bank is or may be named or appointed by any other instrument.

     (c) In the event additional proceedings of any kind are necessary to
accomplish the transfer of such trust business, the Assuming Bank agrees that,
at its own expense, it will take whatever action is necessary to accomplish such
transfer. The Receiver agrees to use reasonable efforts to assist the Assuming
Bank in accomplishing such transfer.

     (d) The Assuming Bank shall provide to the Receiver written verification of
the assets held in connection with the Failed Bank's trust business within sixty
(60) days after Bank Closing.


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     4.6 AGREEMENT WITH RESPECT TO BANK PREMISES.

     (a) OPTION TO PURCHASE. Subject to Section 3.5, the Receiver hereby grants
to the Assuming Bank an exclusive option for the period of ninety (90) days
commencing the day after Bank Closing to purchase any or all owned Bank
Premises. The Assuming Bank shall give written notice to the Receiver within the
option period of its election to purchase or not to purchase any of the owned
Bank Premises. Any purchase of such premises shall be effective as of the date
of Bank Closing and such purchase shall be consummated as soon as practicable
thereafter, and in no event later than the Settlement Date.

     (b) OPTION TO LEASE. The Receiver hereby grants to the Assuming Bank an
exclusive option for the period of ninety (90) days commencing the day after
Bank Closing to cause the Receiver to assign to the Assuming Bank any or all
leases for leased Bank Premises, if any, which have been continuously occupied
by the Assuming Bank from Bank Closing to the date it elects to accept an
assignment of the leases with respect thereto to the extent such leases can be
assigned; provided, that the exercise of this option with respect to any lease
must be as to all premises or other property subject to the lease. If an
assignment cannot be made of any such leases, the Receiver may, in its
discretion, enter into subleases with the Assuming Bank containing the same
terms and conditions provided under such existing leases for such leased Bank
Premises or other property. The Assuming Bank shall give notice to the Receiver
within the option period of its election to accept or not to accept an
assignment of any or all leases (or enter into subleases or new leases in lieu
thereof). The Assuming Bank agrees to assume all leases assigned (or enter into
subleases or new leases in lieu thereof) pursuant to this Section 4.6.

     (c) FACILITATION. The Receiver agrees to facilitate the assumption,
assignment or sublease of leases or the negotiation of new leases by the
Assuming Bank; provided, that neither the Receiver nor the Corporation shall be
obligated to engage in litigation, make payments to the Assuming Bank or to any
third party in connection with facilitating any such assumption, assignment,
sublease or negotiation or commit to any other obligations to third parties.

     (d) OCCUPANCY. The Assuming Bank shall give the Receiver fifteen (15) days'
prior written notice of its intention to vacate prior to vacating any leased
Bank Premises with respect to which the Assuming Bank has not exerci