PURCHASE AND ASSUMPTION AGREEMENT

Assumption Agreement

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HERITAGE BANK OF COMMERCE | Wachovia Bank, NA | Wells Fargo & Company

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Title: PURCHASE AND ASSUMPTION AGREEMENT
Governing Law: Delaware Date: 4/10/2009
Industry: Regional Banks Law Firm: Buchalter Nemer Sector: Financial

PURCHASE AND ASSUMPTION AGREEMENT, Parties: heritage bank of commerce , wachovia bank na , wells fargo & company

Exhibit 10.1

EXECUTION COPY

PURCHASE AND ASSUMPTION AGREEMENT

dated as of

APRIL 6, 2009

between

WACHOVIA BANK, N.A.

and

HERITAGE BANK OF COMMERCE

TABLE OF CONTENTS

		Page

ARTICLE 1	CERTAIN DEFINITIONS	1

1.1	Certain Definitions	1
1.2	Accounting Terms	9
1.3	Interpretation	9

ARTICLE 2	THE P&A TRANSACTION	9

2.1	Purchase and Sale of Assets	9
2.2	Assumption of Liabilities	10
2.3	Purchase Price	11
2.4	[Intentionally Omitted]	11
2.5	Assumption of IRA and Keogh Account Deposits	11

ARTICLE 3	CLOSING PROCEDURES; PAYMENT ADJUSTMENTS	12

3.1	Closing	12
3.2	Payment at Closing	12
3.3	Adjustment of Purchase Price	12
3.4	Proration; Other Closing Date Adjustments	13
3.5	Seller Deliveries	14
3.6	Purchaser Deliveries	14
3.7	Owned Real Property Filings	15

ARTICLE 4	TRANSITIONAL MATTERS	15

4.1	Transitional Arrangements	15
4.2	Customers	16
4.3	Direct Deposits	16
4.4	Direct Debits	17
4.5	Escheat Deposits	17
4.6	Access to Records	17
4.7	Interest Reporting and Withholding	18
4.8	Negotiable Instruments	18
4.9	ATM/Debit Cards; POS Cards	18
4.10	Data Processing Conversion for the Branches and Handling of Certain Items	19

TABLE OF CONTENTS

(continued)

		Page

ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF SELLER	20

5.1	Corporate Organization and Authority	20
5.2	No Conflicts	20
5.3	Approvals and Consents	20
5.4	Leases	21
5.5	Litigation	21
5.6	Regulatory Matters	21
5.7	Compliance with Laws; Permits	21
5.8	[Intentionally Omitted]	22
5.9	Records	22
5.10	Title to Assets	22
5.11	Deposits	22
5.12	Environmental Laws; Hazardous Substances	22
5.13	Brokers’ Fees	23
5.14	Owned Real Property	23
5.15	Limitations on Representations and Warranties	23

ARTICLE 6	REPRESENTATIONS AND WARRANTIES OF PURCHASER	23

6.1	Corporate Organization and Authority	23
6.2	No Conflicts	24
6.3	Approvals and Consents	24
6.4	Regulatory Matters	24
6.5	Litigation	25
6.6	Operation of the Branches	25
6.7	Financing Available	25
6.8	Brokers’ Fees	25

ARTICLE 7	COVENANTS OF THE PARTIES	25

7.1	Activity in the Ordinary Course	25
7.2	Access and Confidentiality	27
7.3	Regulatory Approvals	28
7.4	Consents	28
7.5	Efforts to Consummate; Further Assurances	29

TABLE OF CONTENTS

(continued)

		Page

7.6	Solicitation of Accounts	29
7.7	Solicitation of Employees	30
7.8	Insurance	30
7.9	Change of Name, Etc	30
7.10	Transfer of Assets Following the Closing	31
7.11	Title Insurance	31

ARTICLE 8	TAXES; FDIC ASSESSMENTS AND EMPLOYEE MATTERS	32

8.1	Tax Representations	32
8.2	Proration of Taxes	32
8.3	Sales and Transfer Taxes	32
8.4	Information Returns	32
8.5	Like Kind Exchange	32
8.6	FDIC Special Assessment	32
8.7	Transferred Employees	33

ARTICLE 9	CONDITIONS TO CLOSING	36

9.1	Conditions to Obligations of Purchaser	36
9.2	Conditions to Obligations of Seller	37

ARTICLE 10	TERMINATION	37

10.1	Termination	37
10.2	Effect of Termination	38

ARTICLE 11	INDEMNIFICATION	38

11.1	Indemnification	38
11.2	Indemnification Procedures	39
11.3	Limitations on Indemnification	40
11.4	Exclusivity	41
11.5	AS-IS, WHERE-IS Sale; Waiver of Warranties	41
11.6	Survival	42

ARTICLE 12	MISCELLANEOUS	42

12.1	Survival of Representations, Warranties, and Covenants	42
12.2	Assignment	42
12.3	Binding Effect	43

iii

TABLE OF CONTENTS

(continued)

		Page

12.4	Public Notice	43
12.5	Notices	43
12.6	Parent Financial Corporation Obligation	44
12.7	Expenses	44
12.8	Governing Law	44
12.9	Entire Agreement; Amendment	44
12.10	Third Party Beneficiaries	45
12.11	Counterparts	45
12.12	Headings	45
12.13	Severability	45
12.14	Specific Performance	45

TABLE OF CONTENTS

(continued)

List of Schedules

Schedule 1.1(a)	Branch Employees

Schedule 1.1(b)	Branches/Real Properties

Schedule 1.1(d)	Excluded Deposits

Schedule 1.1(e)	Knowledge of Seller

Schedule 2.1(a)(iii)	Personal Property; Personal Property Leases

Schedule 2.1(a)(vii)	Other Assets

Schedule 2.2(a)(v)	Accrued Liabilities

Schedule 3.5(a)	Form of Deed

Schedule 3.5(b)	Form of Bill of Sale

Schedule 3.5(c)	Form of Assignment and Assumption Agreement

Schedule 3.5(d)	Form of Estoppel and Consent Letter

Schedule 3.5(e)	Form of Certificate of Officer, Seller

Schedule 3.6(c)	Form of Certificate of Officer, Purchaser

Schedule 5.3	Seller Regulatory Approvals

Schedule 6.3	Purchaser Regulatory Approvals

Schedule 7.1	Conduct of Business

This PURCHASE AND ASSUMPTION AGREEMENT , dated as of April 6, 2009 (“ Agreement ”), between Wachovia Bank, N.A. (“ Seller ”) and Heritage Bank of Commerce (“ Purchaser ”). Wells Fargo & Company, a Delaware corporation and parent of Seller (“ Parent ”), is executing this Agreement solely for purposes of Section 12.6.

RECITALS

Seller . Seller is a national banking association with its principal office located in Charlotte, North Carolina.

Purchaser . Purchaser is a California banking corporation with its principal office located in San Jose, California.

Purchase and Assumption Transaction . Purchaser desires to acquire from Seller, and Seller desires to sell to Purchaser, certain assets of Seller, in accordance with and subject to the terms and conditions of this Agreement.

Continuation of Service . Purchaser and Seller each intend to continue providing retail and business banking services in the geographic regions served by the Branches (as defined below) to be acquired by Purchaser under this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises and obligations set forth herein, the parties agree as follows:

ARTICLE 1
CERTAIN DEFINITIONS

1.1 Certain Definitions . The terms set forth below are used in this Agreement with the following meanings:

“ Accounting Firm ” means Grant Thornton LLP.

“ Accrued Interest ” means, as of any date, with respect to a Deposit, interest which is accrued on such Deposit to but excluding such date and not yet posted to the relevant deposit account.

“ Accrued Liabilities ” has the meaning set forth in Section 2.2(a).

“ ACH Direct Deposit Cut-Off Date ” has the meaning set forth in Section 4.3.

“ Adjusted Payment Amount ” means as of the Closing Date (x) the aggregate balance (including Accrued Interest) of the Deposits and Accrued Liabilities, minus (y) the Purchase Price, each as set forth on the Final Closing Statement. For avoidance of doubt, the Adjusted Payment Amount may be a negative amount.

“ Adjustment Date ” has the meaning set forth in Section 3.3.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“ Agreement ” means this Purchase and Assumption Agreement, including all schedules, exhibits and addenda, each as amended from time to time in accordance with Section 12.9(b).

“ Assets ” has the meaning set forth in Section 2.1(a).

“ Assignment and Assumption Agreement ” has the meaning set forth in Section 3.5(c).

“ Assumed Liabilities ” has the meaning set forth in Section 2.2.

“ Branch Employees ” means the employees of Seller employed at the Branches as of the date hereof (including those employees who are on an approved leave of absence under Seller’s policies as of the date hereof) and any employees transferred to or hired by Seller at the Branches with Purchaser’s consent as contemplated by Section 7.1(c)(i) hereof. Schedule 1.1(a) sets forth a list of the Branch Employees and their original date of hire, their adjusted “service date,” if applicable, position, status as full or part-time (with the number of regularly scheduled weekly hours), active or on leave, if on leave whether the employee is anticipated to return to work by the Closing Date and, if not anticipated to return to work by the Closing Date, the anticipated date of return to work, base salary or wages, any other compensation, the amount of severance payment to which the Branch Employee would be entitled under Seller’s severance plan if the employee were qualified for severance pay as of the Closing Date, and such other information as the parties mutually agree is necessary to facilitate the hiring of the Branch Employees as contemplated by Section 8.7. Seller shall update Schedule 1.1(a) from time to time to reflect any changes permitted by this Agreement after the date hereof.

“ Branch Leases ” means the leases under which Seller leases land, parking and/or buildings used as Branches, including ground leases.

“ Branch ” or “ Branches ” means each of the banking offices of Seller at the locations identified on Schedule 1.1(b) hereto.

“ Business Day ” means a day on which banks are generally open for business in California and which is not a Saturday or Sunday.

“ Call Report ” has the meaning set forth in Section 2.2(b).

“ Cap ” has the meaning set forth in Section 11.3(e).

“ Cash on Hand ” means, as of any date, all petty cash, vault cash, teller cash, on-premise ATM cash, prepaid postage and cash equivalents held at a Branch.

“ Closing ” and “ Closing Date ” refer to the closing of the P&A Transaction, which is to be held at such time and date as provided in Article 3 hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended, together with any rules and regulations promulgated thereunder.

“ Core Deposits ” means Deposits, but excluding Deposits that are certificates of deposits with balances over $100,000, and excluding IRA and Keogh Accounts.

“ Deductible ” shall have the meaning set forth in Section 11.3(a).

“ Deposit-Related Loans ” means all loans secured by a Deposit as of the close of business on the Closing Date that are linked to an open account and are not sixty (60) or more calendar days delinquent as of the Closing Date.

“ Deposit(s) ” means deposit liabilities with respect to deposit accounts booked by Seller at the Branches or allocated by Seller to the Branches as of the close of business on the Closing Date, which constitute “deposits” for purposes of the Federal Deposit Insurance Act, 12 U.S.C. § 1813, including collected and uncollected deposits and Accrued Interest ( provided Seller has transferred the amount of Accrued Interest to Purchaser at Closing), but excluding (a) deposit liabilities with respect to accounts booked by Seller at any Branch and under or pursuant to any judgment, decree or order of any court; (b) deposit liabilities with respect to accounts registered in the name of a trust for which Seller serves as trustee (other than deposits held by an IRA or Keogh Account); (c) deposit liabilities with respect to accounts booked by Seller at any Branch for which Seller serves as guardian or custodian (other than deposits held by an IRA or Keogh Account); (d) Excluded IRA/Keogh Account Deposits and (e) other deposit liabilities, if any, designated as “Excluded Deposits.”

“ Draft Closing Statement ” means a draft closing statement, prepared by Seller, as of the close of business on the third (3rd) Business Day preceding the Closing Date setting forth an estimated calculation of both the Estimated Purchase Price and the Estimated Payment Amount.

“ Employee Benefit Plan ” means bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, severance, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) related thereto that (i) is maintained or contributed to by a Person or any of its Affiliates, or with respect to which a Person or its Affiliate has or may have any Liability, and (ii) provides benefits, or describes policies or procedures applicable to any current employee, regardless of how (or whether) Liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof).

“ Encumbrances ” means all mortgages, deed of trust, claims, charges, liens, encumbrances, easements, limitations, restrictions, commitments and security interests, except for (i) statutory liens securing tax and/or other payments not yet due; (ii) liens incurred in the ordinary course of business, including liens in favor of mechanics or materialmen; and (iii) except for obligations pursuant to applicable escheat and unclaimed property laws relating to the Escheat Deposits.

“ Environmental Law ” means any Federal, state, or local law, statute, rule, regulation, code, rule of common law, order, judgment, decree, injunction or agreement with any Federal, state, or local governmental authority, (a) relating to the protection, preservation or restoration of the environment (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety or (b) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of hazardous substances, in each case as amended and now in effect. Environmental Laws include the Clean Air Act (42 USC §7401 et seq.); the Comprehensive Environmental Response Compensation and Liability Act (42 USC §9601 et seq.); the Resource Conservation and Recovery Act (42 USC §6901 et seq.); the Federal Water Pollution Control Act (33 USC §1251 et seq.); and the Occupational Safety and Health Act (29 USC §651 et seq.).

“ Escheat Deposits ” means, as of any date, Deposits and safe deposit box contents, in each case held on such date at the Branches which become subject to escheat, in the calendar year in which the Closing occurs, to any governmental authority pursuant to applicable escheat and unclaimed property laws.

“ Estimated Payment Amount ” means (x) the aggregate balance (including Accrued Interest) of the Deposits and Accrued Liabilities, if any, minus (y) the Estimated Purchase Price, each as set forth on the Draft Closing Statement as reasonably mutually agreed by Seller and Purchaser prior to Closing. For avoidance of doubt, the Estimated Payment Amount may be a negative amount.

“ Estimated Purchase Price ” means the Purchase Price as estimated prior to the Closing Date for purposes of, and as set forth on, the Draft Closing Statement.

“ Excluded Deposits ” means, if any, the Escheat Deposits, Deposits related to Deposit Related Loans and Deposits related to Overdraft Loans, the Excluded IRA and Keogh Account Deposits set forth in Schedule 1.1(d), as updated as of the Closing Date.

“ Excluded IRA and Keogh Account Deposits ” shall have the meaning set forth in Section 2.5.

“ Excluded Liabilities ” has the meaning set forth in Section 2.2(b).

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ Federal Funds Rate ” on any day means the per annum rate of interest (rounded upward to the nearest 1/100 of 1%) which is the weighted average of the rates on overnight federal funds transactions arranged on such day or, if such day is not a Business Day, the previous Business Day, by federal funds brokers computed and released by the Federal Reserve Bank of New York (or any successor) in substantially the same manner as such Federal Reserve Bank currently computes and releases the weighted average it refers to as the “Federal Funds Effective Rate” at the date of this Agreement.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System.

“ FedWire Direct Deposit Cut-off Date ” has the meaning set forth in Section 4.3.

“ Final Closing Statement ” means a final closing statement, prepared by Seller, on or before the thirtieth (30th) calendar day following the Closing Date setting forth both the Purchase Price and the Adjusted Payment Amount.

“ First American ” means First American Title Insurance Company.

“ Government Authorization ” means any consent, license, franchise registration, certification, certificate of public convenience, authorization or permit issued, granted, given or otherwise made available by or under the authority of any government authority or to any Legal Requirement.

“ Grant Deeds ” has the meaning set forth in Section 3.5(a).

“ Hazardous Substance ” means any substance, whether liquid, solid or gas (a) listed, identified or designated as hazardous or toxic; (b) which, applying criteria specified in any Environmental Law, is hazardous or toxic; or (c) the use or disposal, or any manner or aspect of management or handling, of which is regulated under Environmental Law.

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

“ Insured Exception ” has the meaning set forth in Section 7.11.

“ IRA ” means a non-discretionary “individual retirement account” or similar account created by a trust for the exclusive benefit of any individual or his beneficiaries in accordance with the provisions of Section 408 of the Code.

“ IRS ” means the Internal Revenue Service.

“ Keogh Account ” means a non-discretionary account created by a trust for the benefit of employees (some or all of whom are owner-employees) and that complies with the provisions of Section 401 of the Code.

“ Lease Assignment ” has the meaning set forth in Section 3.5(d).

“ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings by or before a governmental body, including any civil, criminal, investigative or informal actions, audits, demands, claims, hearings, litigations, disputes, inquiries, investigations or other proceedings of any kind or nature.

“ Legal Requirement ” means any federal, state, or local law, constitution, ordinance, code, rule of common law, regulation, statute or treaty.

“ Liability ” means any debt, loss, damage, penalty, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in

contract, tort, strict liability or otherwise), and including all reasonable costs and expenses relating thereto.

“ Loss ” means the amount of losses, liabilities, damages (including forgiveness or cancellation of obligations) and reasonable expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) actually incurred or suffered by the indemnified party or its Affiliates in connection with the matters described in Article 11, less the amount of any amount actually recovered under insurance policies (net of all third party costs and expenses incurred in pursuing any such insurance recovery, including, but not limited to, those relating to deductibles and actual premium adjustments directly resulting from such damage, loss, liability or expense).

“ Material Adverse Effect ” means (a) with respect to Seller, (i) a material adverse effect on the business or direct economic results of operations of the Branches, taken as a whole, or (ii) a material impairment of, or delay in, Seller’s ability to effect the transactions contemplated herein or to perform its financial or other obligations under this Agreement, including ability of Seller to timely consummate the P&A transaction as contemplated by this Agreement, and (b) with respect to Purchaser, a material adverse effect on the ability of Purchaser to perform any of its financial or other obligations under this Agreement, including the ability of Purchaser to timely consummate the P&A Transaction as contemplated by this Agreement provided that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect with respect to Seller or Purchaser, as the case may be,: any effect, event, development or change primarily arising out of or resulting from (i) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (ii) changes, after the date hereof, in any Legal Requirement of general applicability or interpretations thereof by courts or governmental agencies or authorities, (iii) changes, after the date hereof, in global or national political conditions or in general U.S. or global economic or market conditions affecting banks or their holding companies generally (including changes in interest or exchange rates or in credit availability and liquidity) unless the effect on Seller is disproportionate to that experienced by similarly situated financial services companies, (iv) public disclosure of the transactions contemplated hereby, including the impact thereof on customers, suppliers, licensors and employees, or (v) the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism not directly involving the properties or assets of the applicable Person or its subsidiaries.

“ Non-Transferred Employees ” has the meaning set forth in Section 8.7(d).

“ OCC ” means the Office of the Comptroller of the Currency.

“ Offering Memo ” means the Wells Fargo/Wachovia Offering Memorandum relating to the sale of the Branches dated December 2008.

“ Order ” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any federal, state or local governmental body or arbitrator.

“ Other Assets ” has the meaning set forth in Section 2.1(a).

“ Overdraft Loans ” means unsecured overdraft loans, including negotiable order of withdrawal line of credit accounts, relating to the Deposits, as of the close of business on the Closing Date, plus Accrued Interest and accrued fees, which do not exceed the applicable credit limit and are linked to any open Deposit account.

“ Owned Real Property ” means Real Property where Seller owns both the real property and improvements thereon that are used for Branches.

“ P&A Transaction ” means the purchase and sale of Assets and the assumption of Liabilities described in Sections 2.1 and 2.2.

“ Permitted Real Estate Exceptions ” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been made available to Purchaser; and (ii) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property that for purposes of clauses (i) and (ii) of this definition: (a) do not render title to the property encumbered thereby unmarketable (including restricting ingress to and egress from the property), (b) do not, individually or in the aggregate, detract from the value of or interfere with the value of or the use of such property for its current and anticipated purposes, or (c) do not require or will not require the payment by Purchaser of any Tax or other payment whether due and owning or not yet due related to the ownership of the property prior to the Closing Date (except as provided in Sections 3.7 and 8.2).

“ Person ” is to be interpreted broadly to include an individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association or organization, or a government body, agency or instrumentality.

“ Personal Property ” means all of the personal property of Seller located in the Branches consisting of the trade fixtures, shelving, furniture, on-premises ATMs, security systems, safe deposit boxes (including keys, but exclusive of contents), vaults, telephone numbers, sign structures (exclusive of signage containing any trade name, trademark or service mark, if any, of Seller or any of its Affiliates) supplies excluding any items consumed or disposed of, but including new items acquired or obtained, in the ordinary course of the operation of the Branches through the Closing Date; provided, however, that Personal Property shall not include computer hardware (except for ATMs, computer and telephone cabling and associated termination blocks), proprietary or licensed software, electronic teller station hardware and other hardware related to teller stations and platforms or any personal property subject to a Personal Property Lease. The Personal Property is set forth on Schedule 2.1(a)(iii) and shall be updated as of the Closing Date.

“ Personal Property Leases ” means the leases under which Seller leases certain property in the Branches that would be “Personal Property” but for the proviso to such defined term, and which lease agreement relates only to one or more of the Branches and not to any other facilities of Seller or its Affiliates, as set forth on Schedule 2.1(a)(iii), as updated as of the Closing Date.

“ Prospective Transferred Employees ” has the meaning set forth in Section 8.7(a).

“ Purchase Price ” has the meaning set forth in Section 2.3.

“ Real Property ” means the parcels of real property on which the Branches listed on Schedule 1.1(b) are located, including any improvements thereon, which Schedule indicates whether or not such real property is Owned Real Property.

“ Records ” means all current records, documents instruments, account cards, books, reports, tapes, files, title policies, or where reasonable and appropriate copies thereof (for each case whether or not in electronic form), in Seller’s possession or otherwise reasonably available that exclusively pertain to and are used by Seller to administer, reflect, monitor, evidence or record information respecting the business or conduct of the Branches, the Assets, the Assumed Liabilities, or the Deposits, including all such records maintained to comply with any Legal Requirement to which the Deposits are subject, including but not limited to applicable unclaimed property and escheat laws; provided, however, it is understood and agreed that Seller shall be permitted to retain such books and records that contain information primarily relating to other assets and liabilities not constituting Assets and Assumed Liabilities; provided further that in any such case Seller shall provide to Purchaser such portions or copies of such records as are (i) reasonably necessary to vest in Purchaser title to any of the Assets or for the enforcement of Purchaser’s rights, title or interest in the Assets or the Assumed Liabilities or (ii) reasonably necessary and material to Purchaser’s conduct of the business of the Branches after the Closing.

“ Regulatory Approvals ” means all approvals, authorizations, waivers or consents of, or notices to, any governmental agencies or authorities required to consummate the P&A Transaction, including the following: (i) any required approvals of and/or notices to the California Department of Financial Institutions, OCC, the Federal Reserve Board, and the FDIC, (ii) any required approvals of and/or notices to California Department of Financial Institutions, and (iii) the expiration of any waiting period associated with any required Regulatory Approval.

“ Regulatory Authority ” means any federal or state banking, other regulatory, self-regulatory or enforcement authority or any court, administrative agency or commission or other governmental authority or instrumentality.

“ Safe Deposit Agreements ” means the agreements relating to safe deposit boxes located in the Branches.

“ Seller’s knowledge ” or other similar phrases means information that is actually known to any of the individuals set forth in Schedule 1.1(e) or knowledge obtained after a reasonable inquiry that a reasonable person would conduct under the circumstances and transactions contemplated hereby.

“ Seller Disclosure Schedule ” means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

“ Severance Entitled Transferred Employee ” has the meaning set forth in Section 8.7(h).

“ Survey ” has the meaning set forth in Section 7.11.

“ Tax Returns ” means any return or other report required to be filed with respect to any Tax, including declaration of estimated tax and information returns.

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

“ Third Party Claim ” means any Legal Proceeding by a Person not a party to this Agreement and not an Affiliate of one of the parties hereto.

“ Title Commitment ” has the meaning set forth in Section 7.11.

“ Title Objection ” has the meaning set forth in Section 7.11.

“ Transaction Account ” means any account at a Branch in respect of which deposits therein are withdrawable in practice upon demand or upon which third party drafts may be drawn by the depositor, including checking accounts, negotiable order of withdrawal accounts and money market deposit accounts.

“ Transfer Date ” has the meaning set forth in Section 8.7(d).

“ Transferred Employees ” has the meaning set forth in Section 8.7 (d).

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

1.3 Interpretation . All references in this Agreement to Articles or Sections are references to Articles or Sections of this Agreement, unless some other reference is clearly indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The rule of construction against the draftsman shall not be applied in interpreting and construing this Agreement.

ARTICLE 2
THE P&A TRANSACTION

2.1 Purchase and Sale of Assets . (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest free and clear of all Encumbrances (excluding any Permitted Real Estate Exceptions), as of the Closing Date, in and to the following (collectively, the “ Assets ”):

(i) Cash on Hand;

(ii) the Owned Real Property;

(iii) the Personal Property;

(iv) the Personal Property Leases;

(v) the Branch Leases;

(vi) the Safe Deposit Agreements;

(vii) prepaid expenses, including rents, utilities and security deposits as described in Schedule 2.1(a)(vii) (“ Other Assets ”); and

(viii) the Records.

(b) Purchaser understands and agrees that it is purchasing only the Assets (and assuming only the Assumed Liabilities) and the customer relationships relating to the deposit accounts as specified in this Agreement and, except as expressly provided in this Agreement, Purchaser will not acquire any interest in or right to any other business relationship which Seller or its Affiliates may have with any customer of the Branches, including: (i) any deposit account or other service of Seller or its Affiliates at any other office of Seller or its Affiliates which may be linked to the Deposits; (ii) any deposit account that sweeps from the Branch to a third party; (iii) any merchant card banking business; and (iv) controlled disbursement accounts that Seller or its Affiliates may provide to any customer of the Branches. It is expressly understood and agreed that the Assets shall not include any securities or brokerage relationships, custodial and trust relationships (except as they relate to IRA and Keogh accounts to the extent contemplated by Section 2.5), insurance relationships, credit card relationships or other relationships (other than the deposit account relationship) between any customer of the Branches and the Seller or its Affiliates, or any right to the use of any sign, trade name, trademark or service mark, if any, of Seller or any of its Affiliates. Notwithstanding anything contained in this Agreement to the contrary and to avoid any uncertainty, Purchaser and its Affiliates shall not be prohibited or otherwise restricted from marketing to any customer of the Branches acquired in connection with the P&A Transaction any of its products, services, accounts or relationships.

2.2 Assumption of Liabilities . (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge the duties, responsibilities, obligations or Liabilities of Seller to be discharged, performed, satisfied or paid from and after the Closing Date, solely with respect to the following (collectively, the “ Assumed Liabilities ”):

(i) the Deposits (other than Accrued Interest), including IRA and Keogh Accounts to the extent contemplated by Section 2.5;

(ii) the Branch Leases;

(iii) the Personal Property, if any, and the Personal Property Leases, if any;

(iv) the Safe Deposit Agreements; and

(v) the accrued liabilities, if any, described in Schedule 2.2(a)(v) (the “ Accrued Liabilities ”).

(b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any Liabilities of Seller or of any of its Affiliates, including, without limitation, (i) any Liabilities of Seller and its Affiliates arising out of or relating to the business of the Branches, the Branch Employees, the Employee Benefit Plans or the Assets prior to the Closing Date or as a result of the Closing, other than the Assumed Liabilities or as otherwise expressly set forth herein, and (ii) any special assessment related to the Deposits assessed by the FDIC based on a quarterly Report of Condition and Income (a “ Call Report ”) filed by Seller or one of its Affiliates prior to the Closing Date (collectively, the “ Excluded Liabilities ”).

2.3 Purchase Price . The purchase price (“ Purchase Price ”) for the Assets shall be the sum of:

(a) An amount equal to 0.25% of the Core Deposits transferred to Purchaser on the Closing Date;

(b) The aggregate amount of Cash on Hand as of the Closing Date; and

2.4 [ Intentionally Omitted ].

2.5 Assumption of IRA and Keogh Account Deposits . (a) With respect to Deposits in IRAs, Seller will use reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary to accomplish either the appointment of Purchaser as successor custodian or the delegation to Purchaser of Seller’s authority and responsibility as custodian of all such IRA deposits, including sending to the depositors thereof appropriate notices, cooperating with Purchaser in soliciting consents from such depositors, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser, Purchaser will perform all of the duties so delegated and comply with the terms of Seller’s agreement with the depositor of the IRA Deposits affected thereby.

(b) With respect to Deposits in Keogh Accounts, Seller will use reasonable efforts and will cooperate with Purchaser to invite depositors thereof to direct a transfer of each such depositor’s Keogh Account and the related Deposits to Purchaser, as trustee thereof, and to adopt Purchaser’s form of Keogh Master Plan as a successor to that of Seller. Purchaser will assume no Keogh Accounts unless Purchaser has received to its satisfaction the documents necessary for such assumption at or before the Closing.

(c) If, notwithstanding the foregoing, as of the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an IRA or Keogh Account, such deposit

liabilities shall be excluded from Deposits for purposes of this Agreement and shall constitute “ Excluded IRA/Keogh Account Deposits .”

ARTICLE 3
CLOSING PROCEDURES; PAYMENT ADJUSTMENTS

3.1 Closing . (a) The Closing will be held at the offices of Seller’s parent company, Wells Fargo & Company, at 420 Montgomery Street, San Francisco, California, or such other place as may be agreed to by the parties.

(b) Subject to the satisfaction or, where legally permitted, the waiver of the conditions set forth in Article 9, the Closing Date shall be August 7, 2009, or, if the Closing cannot occur on such date, on a date and time as soon thereafter as practicable after receipt of all Regulatory Approvals and the expiration of all related statutory waiting periods, subject to the next sentence of this Section 3.1(b). Unless the parties agree pursuant to Section 4.10(a) that the conversion of the data processing with respect to the Branches and the Assets and Assumed Liabilities will be performed on a date other than the Closing Date, the Closing Date shall be a Friday and shall become effective at 11:59 p.m., Pacific Time on such date.

3.2 Payment at Closing . (a) Within three (3) Business Days before the Closing Date, Seller shall deliver to Purchaser the Draft Closing Statement.

(b) At Closing, (i) if the Estimated Payment Amount as set forth on the Draft Closing Statement is a positive amount, Seller shall pay to Purchaser an amount in dollars equal to such positive amount, or (ii) if the Estimated Payment Amount as set forth on the Draft Closing Statement is a negative amount, Purchaser shall pay to Seller an amount in dollars equal to the absolute value of such negative amount. In addition, Purchaser shall pay to Seller any sales tax due.

(c) All payments to be made hereunder by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on the date of payment.

(d) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

3.3 Adjustment of Purchase Price . (a) On the thirtieth (30th) calendar day following the Closing Date (the “ Adjustment Date ”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the Adjusted Payment Amount.

(b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its objection (“notice of objection”) with any amount included therein or omitted therefrom, in which case, the Seller and Purchaser shall attempt in good faith to resolve such objections within ten (10) Business Days of the receipt by Seller of the written notice of objection and any written resolution by them as to any disputed amount shall be deemed final and binding with respect to the determination of the Adjusted Payment Amount. If the Purchaser and Seller are unable to reach resolution of the objections set forth in the Seller’s notice of objection, Seller and Purchaser shall submit the issues remaining in dispute to Accounting Firm for resolution. If issues are submitted to the Accounting Firm for resolution, Seller and Purchaser shall furnish or cause to be furnished to the Accounting Firm such work papers Schedules, records and other documents and information relating to the disputed issues as the Accounting Firm may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accounting Firm any material relating to the disputed issues and to discuss the issues with the Accounting Firm. In the event the fees of the Accounting Firm, as estimated by such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that the Accounting Firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller and Purchaser. The Accounting Firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of the Accounting Firm shall be final and binding on the parties hereto. The fees of the Accounting Firm shall be divided equally between Seller and Purchaser.

(c) On the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to subsection 3.3(b) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in dollars equal to such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in dollars equal to such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate.

3.4 Proration; Other Closing Date Adjustments . (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until 11:59 p.m., Pacific Standard Time, on the Closing Date, and that Purchaser shall operate the Branches, hold the Assets and assume the Assumed Liabilities for its own account after the Closing Date. Thus, except as otherwise specifically provided in this Agreement, items of income and expense, as defined herein, shall be prorated as of 11:59 p.m., Pacific Standard Time, on the Closing Date, and settled between Seller 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 at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto.

(b) For purposes of this Agreement, items of proration and other adjustments shall include: (i) rental payments under the Branch Leases; (ii) personal and real property taxes and assessments; (iii) other prepaid expenses and items and accrued but unpaid liabilities, as of

the close of business on the Closing Date; and (iv) safe deposit rental payments previously received by Seller.

3.5 Seller Deliveries . At the Closing, Seller shall deliver to Purchaser:

(a) Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults (the “ Grant Deeds ”);

(b) A bill of sale in substantially the form of Schedule 3.5(b) (except as otherwise required by local state law), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;

(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to the Assumed Liabilities (the “ Assignment and Assumption Agreement ”);

(d) Estoppel and Consent Letters (to the extent required) in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases (the “ Estoppel and Consent Letters ”);

(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);

(f) The Draft Closing Statement;

(g) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv);

(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each IRA or Keogh Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.5;

(i) An ALTA form of owner policy of title insurance issued by First American (at Seller’s expense) for the Owned Real Property, naming Purchaser as insured having an effective date as of the Closing Date, in form and substance (including any exceptions or exclusions to coverage) satisfactory to Purchaser in its sole and absolute discretion.

(j) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby; and

(k) The Estimated Payment Amount, if applicable.

3.6 Purchaser Deliveries . At the Closing, Purchaser shall deliver to Seller:

(a) The Assignment and Assumption Agreement;

(b) The Estoppel and Consent Letters (to the extent required) and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Branch Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date;

(d) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IRA and Keogh Accounts included in the Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Section 2.5;

(e) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby; and

(f) The Estimated Payment Amount, if applicable.

3.7 Owned Real Property Filings . On or prior to the Closing Date, Seller shall file or record, or cause to be filed or recorded, any and all documents necessary in order that the legal and equitable title to Owned Real Property shall be duly vested in Purchaser. Any filing expenses or documentary transfer taxes with respect to such filings and all escrow closing costs shall be shared equally by Seller and Purchaser.

ARTICLE 4
TRANSITIONAL MATTERS

4.1 Transitional Arrangements . Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

(a) As soon as practicable after the execution of this Agreement by the parties hereto, but in no event later than fifteen (15) calendar days after the date of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, deliverables, procedures and schedules, for the transfer of account record responsibility for the Branches; provided, however, that neither Seller nor its Affiliates shall be obligated under this Agreement to provide Purchaser any information regarding the business relationships described in Section 2.1(b) of this Agreement. Not later than twenty-five (25) Business Days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files to consist of live data of all accounts.

(b) After Purchaser has tested and confirmed the conversion sample files, Seller shall provide Purchaser with account information, as of a recent date, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits. Seller shall, upon reasonable request, but not later than thirty (30) days, provide to Purchaser an updated version of such records; provided, however, that Seller shall not be obligated to provide such updated records more than twice.

(c) Seller shall provide Purchaser after close of business on the Closing Date, a final conversion file containing all information as of close of business on the Closing Date.

4.2 Customers . (a) Not later than thirty (30) calendar days nor earlier than sixty (60) calendar days prior to the Closing Date (except as otherwise required by applicable law):

(i) Seller will notify the holders of Deposits to be transferred on the Closing Date that, subject to the terms and conditions of this Agreement, Purchaser will be assuming liability for such Deposits; and

(ii) each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to customers of the Branches and other Persons that Seller or Purchaser, as the case may be, is required to give under applicable law or the terms of any other agreement between Seller and any customer in connection with the transactions contemplated hereby.

A party proposing to send or publish any notice or communication pursuant to this Section 4.2 shall furnish to the other party a copy of the proposed form of such notice or communication at least five (5) calendar days in advance of the date of the first mailing, posting, or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes that the other such party proposes as necessary to comply with applicable law. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser. As soon as reasonably practicable and in any event within forty-five (45) calendar days after the date hereof, Seller shall provide to Purchaser a report of the names and addresses of the owners of the Deposits, and the lessees of the safe deposit boxes as of the date hereof in connection with the mailing of such materials. No communications by Purchaser, and no communications by Seller outside the ordinary course of business, to any such owners, borrowers or lessees shall be made prior to the Closing Date except as provided in this Agreement or otherwise agreed to by the parties.

(b) Following the giving of any notice described in paragraph (a) above, Purchaser and Seller shall deliver to each new customer at any of the Branches such notice or notices as may be reasonably necessary to notify such new customers of Purchaser’s pending assumption of liability for the Deposits and to comply with applicable law.

(c) Notwithstanding the provisions of Section 7.9, neither Purchaser nor Seller shall object to the use by depositors of the Deposits of payment orders issued to or ordered by such depositors on or prior to the Closing Date, which payment orders bear the name, or any logo, trademark, service mark or proprietary mark, of Seller or any of its Affiliates.

4.3 Direct Deposits . Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ ACH ”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of three (3) months following the Closing Date, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ ACH Direct Deposit Cut-

Off Date ”), Seller shall transfer to Purchaser all received ACH Direct Deposits each Business Day in accordance with Seller’s customary procedures. Purchaser will send NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of sixty (60) calendar days following the Closing Date (the final Business Day of such period being the “ FedWire Direct Deposit Cut-Off Date ”), FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “ Account Sold .” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

4.4 Direct Debits . After the notice provided in Section 4.2(a), Purchaser shall send appropriate notice to all customers having accounts constituting Deposits, the terms of which provide for direct debit of such accounts by third parties, instructing such customers concerning the transfer of customer direct debit authorizations from Seller to Purchaser. Such notice shall be in a form reasonably agreed to by the parties hereto. For a period of three (3) months following the Closing, Seller shall transfer to Purchaser all received direct debits on accounts constituting Deposits each Business Day in accordance with Seller’s customary procedures. Purchaser will send NACHA compliant Notice of Change on each direct debit received. Thereafter, Seller may discontinue forwarding such entries and return them to the originators marked “Account Sold.” Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct debit arrangements related to the Branches. On the Closing Date, Purchaser shall provide ACH originators of such Direct Debits with account numbers relating to the Deposits.

4.5 Escheat Deposits . After Closing, Purchaser shall be solely responsible for the proper reporting and transmission to the appropriate governmental entity of Escheat Deposits.

4.6 Access to Records . From and after the Closing Date, each of the parties shall permit the other reasonable access to any applicable records in its possession relating to matters arising on or before the Closing Date and reasonably necessary in connection with any claim, action, litigation or other proceeding involving the party requesting access to such records or in connection with any legal obligation owed by such party to any present or former depositor or other customer, subject to confidentiality requirements. All records, whether held by Purchaser or Seller, shall be maintained for such periods as are required by law, unless the parties shall agree in writing to a longer period. Seller may maintain such copies of Records as may be required by applicable law.

4.7 Interest Reporting and Withholding . (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date.

(b) Unless otherwise agreed by the parties, Seller shall be responsible for delivering to payees all IRS notices with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits.

4.8 Negotiable Instruments . Seller will remove any supply of Seller’s money orders, official checks, gift checks, travelers’ checks or any other negotiable instruments located at each of the Branches on the Closing Date.

4.9 ATM/Debit Cards; POS Cards . Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“ POS ”) cards issued by Seller to depositors of any Deposits, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, as soon as practicable and in no event later than thirty (30) calendar days after the date of this Agreement. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. In instances where a depositor of a Deposit made an assertion of error regarding an account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount t

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