PURCHASE AND ASSUMPTION AGREEMENT

Exhibit 2.1

EXECUTION COPY

PURCHASE AND ASSUMPTION AGREEMENT

dated as of

April 6, 2009

by and among

NATIONAL CITY BANK,

THE FARMERS NATIONAL BANK OF EMLENTON

and

THE PNC FINANCIAL SERVICES GROUP, INC.

with respect to Sections 7.6 and 7.10, and Article 12

TABLE OF CONTENTS

 

 

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v

List of Schedules

 

This PURCHASE AND ASSUMPTION AGREEMENT , dated as of April 6, 2009 (this “ Agreement ”), by and among National City Bank (“ Seller ”) and The Farmers National Bank of Emlenton (“ Purchaser ”), and The PNC Financial Services Group, Inc., a Pennsylvania Corporation (“ PNC ”), with respect to Sections 7.6 and 7.10, and Article 12.

RECITALS

A. Seller . Seller is a national banking association, organized under the laws of the United States of America, with its principal office located in Cleveland, Ohio.

B. Purchaser . Purchaser is a national banking association, organized under the laws of the United States of America, with its principal office located in Emlenton, Pennsylvania.

C. The Merger . On December 31, 2008, National City Corporation, a Delaware corporation (“ National City ”), merged (the “ Merger ”) with and into PNC, pursuant to the terms of an Agreement and Plan of Merger, dated as of October 24, 2008, by and between National City and PNC. As a result of the Merger, Seller became a wholly owned subsidiary of PNC.

In connection with the consummation of the Merger, Purchaser desires to acquire from Seller, and Seller desires to transfer to Purchaser, certain banking operations in the State of Pennsylvania, in accordance with and subject to the terms and conditions of this Agreement.

D. Continuation of Service . Purchaser and Seller each intend to continue providing retail and business banking services in the geographic regions served by the Branch (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:

“ Accrued Interest ” means, as of any date, (a) 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 and (b) with respect to a Loan, interest which is accrued on such Loan to but excluding such date and not yet paid.

“ ACH ” has the meaning set forth in Section 4.3.

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

“ Additional Loans ” has the meaning set forth in Section 3.10.

“ Additional Loan Information ” has the meaning set forth in Section 3.10.

“ Adjusted Payment Amount ” means (x) the aggregate balance (including Accrued Interest) of the Deposits minus (y) the Purchase Price (as it may be adjusted pursuant to Section 3.4 and as otherwise provided herein), 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(a).

“ Affiliate ” means, with respect to any person, any other person that directly or indirectly controls, is controlled by or is under common control with such person; provided that for purposes of this Agreement, BlackRock, Inc. and its subsidiaries shall not be deemed to be Affiliates of Seller as long as it does not have access to material non-public information about this P&A Transaction. As used in this definition, the term “person” shall be broadly interpreted to include any corporation, company, partnership and individual or group.

“ Affinity Programs ” means the National City Points customer reward programs maintained by Seller for the customers of the Branch or otherwise pertaining to the Deposits or the Loans.

“ Agreement ” means this Purchase and Assumption Agreement, including all schedules, exhibits and addenda, each as amended from time to time in accordance with Section 12.10(b).

“ Arbitrator ” has the meaning set forth in Section 7.12.

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

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

“ Backup Letter of Credit ” has the meaning set forth in Section 2.2(c)(ii).

“ Branch ” means the banking office of Seller at the location identified on Schedule 1.1(a) hereto.

“ Branch Employees ” means the employees of Seller or its Affiliates employed at the Branch on the Closing Date (including those employees who on the Closing Date are on family and medical leave, military leave or personal, short-term or long-term disability or pregnancy leave and who are eligible to return to work under Seller’s policies). Schedule 1.1(c) contains a list of the employees of Seller or its Affiliates employed at the Branch as of the date hereof and the following additional information: employee identification number or other identifier, position or title, classification as exempt or nonexempt, date of hire and total years of service, present salary, date and amount of last salary increase, 2008 bonus amount, if any, and the current employment status ( i.e. , permanent or temporary, full-time or part-time and whether active or on a short- or long-term leave of absence).

“ Branch Lease ” means the lease under which Seller leases land and/or buildings used as the Branch.

“ Branch Lease Security Deposit ” means any security deposit held by the lessor under the Branch Lease.

“ Branch Region ” means Crawford County, Pennsylvania.

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

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

“ Closing ” and “ Closing Date ” refer to the closing of the P&A Transaction, which is to be held on such date as provided in Article 3 hereof and which shall be deemed to be effective at 5:00 PM Pittsburgh time on such date.

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

“ Commercial Loans ” means the loans as of the date of this Agreement that are booked at the Branch and categorized by Seller as “Non Res RE and Construction,” “Res Real Estate” and “Commercial Loans – Small Business” in accordance in all material respects with the methodology used in preparing the loan tapes previously furnished by Seller to Purchaser, but excluding any loan (a) that is thirty (30) or more calendar days delinquent as of the Closing or (b) that is subject to or a product of any loan modification, forbearance or other loan workout arrangement or agreement where, but for such action, the loan would otherwise be thirty (30) or more calendar days delinquent as of the Closing. Schedule 1.1(d) contains a list of the Commercial Loans as of March 27, 2009.

“ Consent Fees ” has the meaning set forth in Section 7.4.

“ Consumer Loans ” means the loans, including Moved Consumer Loans, as of the close of business on the date of this Agreement that are booked at the Branch and categorized by Seller as “Other Consumer Loans,” and “Revolving Credit/Home Equity” in accordance in all material respects with the methodology used in preparing the loan tapes previously furnished by Seller to Purchaser, but excluding any loan that is (a) thirty (30) or more calendar days delinquent as of the Closing, (b) subject to or a product of any loan modification, forbearance or other loan workout arrangement or agreement where, but for such action, the loan would otherwise be thirty (30) or more calendar days delinquent as of the Closing; or (c) a Retained Consumer Loan. Schedule 1.1(e) contains a list of the Consumer Loans as of March 27, 2009.

“ Controlling Party ” has the meaning set forth in Section 11.1(f).

“ Covered Loan ” has the meaning set forth in Section 7.12.

“ Covered Loan Put Price ” has the meaning set forth in Section 7.12.

“ Deposit(s) ” means deposit liabilities with respect to deposit accounts (a) booked by Seller at the Branch and (b) which (i) have been opened by a customer at the Branch and are not Retained Split Deposits, (ii) a customer has requested be transferred to the Branch or (iii) are Moved Deposits, 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 escrow deposit liabilities relating to the Loans and collected and uncollected deposits and Accrued Interest, but excluding (1) any Excluded IRA Deposits and (2) any Retained Split Deposit. Schedule 1.1(g) contains a list of Deposits as of March 27, 2009.

“ Dispute Notice ” has the meaning set forth in Section 7.12.

“ Draft Allocation Statement ” has the meaning set forth in Section 3.9(a).

“ Draft Closing Statement ” means a draft closing statement in substantially the form attached hereto as Schedule 1.1(k), prepared by Seller, as of the close of business of the third (3 ^rd ) Business Day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

“ Encumbrances ” means all mortgages, claims, charges, liens, encumbrances, easements, limitations, restrictions, commitments and security interests, Acts of Assembly, ordinances, restrictions, requirements, resolutions, laws or orders of any governmental authority now or hereafter acquiring jurisdiction over the Assets prior to Closing, and all amendments or additions thereto in force as of the date of this Agreement or in force as of the Closing Date, and other matters now of public record relating to the Real Property, except for statutory liens securing Tax and/or other payments not yet due and were incurred in the ordinary course of business and do not secure indebtedness for borrowed money, including liens in favor of mechanics or materialmen, and any such other matters as do not materially and adversely affect the current use or value of the properties or assets subject thereto or affected thereby and which otherwise do not materially impair the business operations at such properties and 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 .).

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Escheat Deposits ” means, as of any date, Deposits and safe deposit box contents, in each case held on such date at the Branch 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, minus (y) the Estimated Purchase Price, each as set forth on the Draft Closing Statement. For avoidance of doubt, the Estimated Payment Amount may be a negative amount.

“ Estimated Purchase Price ” means the Purchase Price as set forth on the Draft Closing Statement.

“ Excluded IRA Deposits ” has the meaning set forth in Section 2.4(c).

“ Excluded Taxes ” means any Taxes of, or relating to, the Assets, the Liabilities or the operation of the Branch for, or applicable to, the Pre-Closing Tax Period.

“ 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 Allocation Statement ” has the meaning set forth in Section 3.9(a).

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

“ GAAP ” has the meaning set forth in Section 1.2.

“ General Indemnification Threshold ” has the meaning set forth in Section 11.1(e)(i)(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.

“ Indemnification Cap Amount ” means $5,000,000.

“ Ineligible Deposits ” means those Deposits, which are brokered deposits. Any Ineligible Deposits as of the date hereof are listed on Schedule 1.1(h).

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

“ Instrument ” has the meaning set forth in Section 7.5(b).

“ IRA ” means an “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.

“ Item ” shall mean (a) checks, drafts, negotiable orders of withdrawal and items of a like kind which are drawn on or deposited and credited to the Deposit accounts, and (b) payments, advances, disbursements, fees, reimbursements and items of a like kind which are debited or credited to the Loans.

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

“ Letter of Credit ” means a letter of credit issued by Seller in favor of a customer of the Branch that is listed on Schedule 1.1(i).

“ Letter of Credit Security Agreements ” means all reimbursement and related agreements (including any collateral documents) with respect to the Letters of Credit.

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

“ Loans ” means, collectively, the Consumer Loans and the Commercial Loans, plus Additional Loans as may be added to Schedule 1.1(f) pursuant to Section 3.10, if any, provided, however, that “Loans” do not include the interest of any participants in Loans or Loans that have been the subject of securitizations, or (ii) any Pre-Closing Excluded Loan.

“ Loan Documents ” means the Loan files and all documents included in Seller’s file or imaging system with respect to a Loan including loan applications, notes, security agreements, deeds of trust, mortgages, loan agreement, collectors notes, appraisals, credit reports, disclosures, titles to collateral (titles to cars, boats, etc.), all verifications (including employment verification, deposit verification, etc.), loan agreements including building and loan agreements, guarantees, pledge agreements, financing statements,

intercreditor agreements, participation agreements, sureties and insurance policies (including title insurance policies) and all written modifications, waivers and consents relating to any of the foregoing.

“ Loan Representation Breach Notice ” has the meaning set forth in Section 7.12.

“ Loss ” means the amount of any losses, liabilities, costs, damages (including forgiveness or cancellation of obligations or settlement) and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit, claim, investigation or proceeding) incurred or suffered by the indemnified party or its Affiliates in any action, suit, investigation, dispute or other proceeding (including any appeals thereof) which are among the matters that indemnification is provided in Section 11.1, reduced by (A) the amounts actually recovered by the indemnified party under third party insurance policies or third party indemnification obligations or other actual recovery directly related to such Losses, net of any deductible or any other expense incurred by the party entitled to indemnification in obtaining such recovery, and (B) the amount of any net Tax benefit actually realized resulting from the incurrence or payment of such Losses, and increased by the amount of any net Tax cost incurred as a result of the receipt of such indemnity payments (grossed up for such increase).

“ Material Adverse Effect ” means a development, change or event (a) with respect to Seller, which is materially adverse to (i) the business, financial condition, results of operations of the Branch, the Assets and Liabilities, taken as a whole (excluding any effect to the extent arising out of or resulting from (A) 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, (B) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by courts or governmental agencies or authorities, (C) 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, (D) public disclosure of the transactions contemplated hereby, including the impact thereof on customers, suppliers, licensors and employees or (E) the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism not directly involving the Assets; provided that such matters in clauses (C) and (E) shall not be excluded to the extent that they have a disproportionate adverse effect on the Branch, the Assets and Liabilities, taken as a whole, relative to other banks operating in the same geographic market as the Branch), or (ii) the ability of Seller to perform any of its obligations under this Agreement, including the ability of Seller to timely consummate the P&A Transaction as contemplated by this Agreement, and (b) with respect to Purchaser, which would have 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.

“ Moved Consumer Loan ” means a loan the borrower of which is a primary accountholder with respect to a Moved Deposit.

“ Moved Deposit ” means a deposit liability with respect to which (a) the primary accountholder conducts business at the Branch, on the one hand, and one or more banking offices of Seller which is not a Branch, on the other hand, and (b) 50% and over of recent branch visits or transactions of such primary accountholder, as determined by Seller and previously communicated to Purchaser, is conducted at the Branch. Following the date hereof and using the methodology for identifying a “Moved Deposit” previously disclosed to Purchaser, Seller shall not categorize any additional deposit liability as a “Moved Deposit” without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed).

“ Net Book Value ” shall mean the carrying value of each of the Assets as reflected on the books of Seller in accordance with GAAP and consistent with the accounting policies and practices of Seller in effect as of the date of this Agreement.

“ New Loans ” has the meaning set forth in Section 3.10.

“ Non-Approved Loan ” means a Covered Loan the repurchase of which by Purchaser pursuant to Section 7.12 is denied or objected to by the Federal Reserve Board or the U.S. Department of Justice.

“ Non-Controlling Party ” has the meaning set forth in Section 11.1(f).

“ Obligor ” has the meaning set forth in Section 5.8(a)(i).

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

“ Order ” has the meaning set forth in Section 9.1(b).

“ Other Branches ” means the banking offices of Seller other than the Branch located in the Branch Region.

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

“ Personal Property ” means all of the personal property of Seller located in the Branch consisting of the trade fixtures, shelving, other leasehold improvements, furniture, on-premises ATMs (excluding Seller licensed software), equipment, security systems, safe deposit boxes (exclusive of contents), vaults, 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 in the ordinary course of business, but including new items acquired or obtained in the ordinary course of the operation of the Branch through the Closing Date) and other personal property which is owned by Seller and located at the Branch; provided , however , that the foregoing shall not include any (i) controller or server of the Branch, or (ii) personal computers. Schedule

1.1(j) contains a complete and accurate list of the Personal Property as of March 31, 2009.

“ POS ” has the meaning set forth in Section 4.9.

“ Post-Closing Processing Period ” has the meaning set forth in Section 4.2(c).

“ Pre-Closing Excluded Loan ” has the meaning set forth in Section 5.8(e).

“ Pre-Closing Tax Period ” means a taxable period or portion thereof that ends on or prior to the Closing Date; if a taxable period begins on or prior to the Closing Date and ends after the Closing Date, then the portion of the taxable period that ends on and includes the Closing Date shall constitute the Pre-Closing Tax Period.

“ Property Taxes ” means real, personal, and intangible ad valorem property Taxes.

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

“ Purchaser Savings Plan(s) ” has the meaning set forth in Section 8.6(g).

“ Purchaser Taxes ” has the meaning set forth in Section 11.1(f).

“ Put Closing Date ” has the meaning set forth in Section 7.12.

“ Real Property ” means the parcels of real property on which the Branch is located, including any improvements thereon.

“ Records ” means all records and original documents, or where reasonable and appropriate copies thereof, in Seller’s possession that pertain to and are used by Seller to administer, reflect, monitor, evidence or record information respecting the business or conduct of the Branch (including transaction tickets through the Closing Date and all records for closed accounts located in the Branch and excluding any other transaction tickets and records for closed accounts) and all such records and original documents, or where reasonable and appropriate copies thereof, regarding the Assets, or the Deposits, including all such records maintained on electronic or magnetic media in the electronic database system of Seller reasonably accessible by Branch, or to comply with the applicable laws and governmental regulations to which the Deposits are subject, including but not limited to applicable unclaimed property and escheat laws.

“ Regulatory Approvals ” means the following approvals required to consummate the P&A Transaction: (i) with respect to Purchaser, the approval of the OCC of the acquisition of the Branch, the Assets and Liabilities (whether through the filing of an Interagency Bank Merger Act Application or Business Combination Application-Streamlined) and any notices or waiver requests to be filed with the Commonwealth of Pennsylvania, and (ii) with respect to Seller the approval of the Federal Reserve Board.

“ 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.

“ Required Terms of Employment ” has the meaning set forth in Section 8.6(a).

“ Retained Consumer Loan ” means a loan the borrower of which is a primary accountholder with respect to a Retained Split Deposit.

“ Retained Split Deposit ” means a deposit liability with respect to which (a) the primary accountholder conducts business at the Branch, on the one hand, and one or more banking offices of Seller which is not the Branch, on the other hand, and (b) less than 50% of recent branch visits or transactions of such primary accountholder, as determined by Seller and previously communicated to Purchaser, is conducted at the Branch as of the date of this Agreement. Following the date hereof and using the methodology for identifying a “Retained Split Deposit” previously disclosed to Purchaser, Seller shall not categorize any additional deposit liability as a “Retained Split Deposit” without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed).

“ Returned Items ” has the meaning set forth in Section 4.10(c).

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

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

“ Seller Savings Plans ” has the meaning set forth in Section 8.6(g).

“ Seller Taxes ” has the meaning set forth in Section 11.1(f).

“ Seller’s knowledge ” or other similar phrases means information that is actually known after reasonably inquiry to the persons set forth on Schedule 1.1(b).

“ Special Assessment ” means any emergency special assessment imposed by the FDIC on insured institutions to the extent that it is effective with respect to the period prior to the Closing, including the emergency special assessment imposed on deposits as of June 30, 2009 and payable on September 30, 2009.

“ Specified Loan ” means a Loan which as of the Closing Date has an aggregate outstanding balance exceeding $25,000.

“ Straddle Period ” means any taxable period beginning on or prior to and ending after the Closing Date.

“ Tax Claim ” has the meaning set forth in Section 11.1(f).

“ Tax Returns ” means any report, return, declaration, statement, claim for refund, information return or statement relating to Taxes or other information or document required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Taxes ” means all taxes, charges, fees, levies or other like assessments, including income, gross receipts, excise, real and personal and intangible property, sales, use, transfer (including transfer gains taxes), withholding, license, payroll, recording, ad valorem and franchise taxes, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of another person, imposed by the United States, or any state, local or foreign government or subdivision or agency thereof and such term shall include any interest, penalties or additions to tax attributable to such assessments.

“ Transaction Account ” means any account at the 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 Taxes ” has the meaning set forth in Section 8.2.

“ Transferred Employees ” has the meaning set forth in Section 8.6(a).

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 (“ GAAP ”).

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. The definition of a term expressed in the singular also applies to that term as used in the plural and vice versa. The word “including” as used herein shall mean “including 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, as of the Closing Date, in and to the following (collectively, the “ Assets ”):

 

(i)

Cash on Hand;

(ii)

the Personal Property;

 

(iii)

the Loans, plus Accrued Interest with respect to such Loans, as well as the collateral for the Loans, the Loan Documents and servicing rights related thereto pursuant to Section 2.5;

 

(iv)

the Branch Lease;

 

(v)

the Branch Lease Security Deposit;

 

(vi)

the Safe Deposit Agreements;

 

(vii)

the Records

 

(viii)

the Letter of Credit Security Agreements; and

 

(ix)

the rights of action related to the Assets, except to the extent relating to any obligations or liabilities retained by Seller.

(b) Purchaser understands and agrees that it is purchasing only the Assets (and assuming only the Liabilities) specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in or right to any other business relationship which Seller or its Affiliates may have with any customer of the Branch, including: (i) any deposit account or other service of Seller at any other office of Seller which may be linked to the Deposits; (ii) any deposit account which sweeps from the Branch to a third party; (iii) any merchant card banking business; and (iv) any cash management service (e.g., cash concentrator accounts, controlled disbursement accounts) which Seller may provide to any customer of the Branch. Purchaser understands and acknowledges that no credit card relationships, trust and custody relationships, educational loans, commercial leases or brokerage or investment management relationships are being sold. No right to the use of any sign, trade name, trademark or service mark, if any, of Seller, PNC or any of their respective Affiliates, is being sold.

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 all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid from and after the Closing, with respect to the following (collectively, the “ Liabilities ”):

 

(i)

the Deposits, including IRAs, if any, to the extent contemplated by Section 2.4;

 

(ii)

the Branch Lease;

 

(iii)

the Safe Deposit Agreements;

 

(iv)

the funding of the Loans, and the servicing of the Loans pursuant to Section 2.5;

(v)

subject to Section 2.2(c), Seller’s obligations with respect to the Letters of Credit; and

 

(vi)

any liability for (a) Taxes of, or relating to, the Assets, the Liabilities and the business or operation of the Branch, other than Excluded Taxes and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2.

(b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise, other than the Liabilities or as otherwise expressly set forth herein. Except for the responsibilities, obligations or liabilities expressly assumed in clauses (i) through (vi) above effective as of the Closing, the Liabilities expressly do not include any responsibilities, obligations or liabilities for any actions or omissions to act by Seller (or any of its Affiliates) prior to the Closing; provided that the Liabilities shall include the responsibilities, obligations or liabilities with respect to the sufficiency of the Loan Documents, subject to Purchaser’s rights under Section 5.8(e). Seller shall remain and be solely responsible and obligated for the full amount payable for any Special Assessment.

(c) In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, the parties agree that (i) the Letters of Credit shall remain outstanding from and after the Closing in accordance with their respective terms and (ii) for each Letter of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date, Purchaser shall execute and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller, which acceptance shall not be unreasonably withheld, conditioned or delayed (each, a “ Backup Letter of Credit ”), which Backup Letter of Credit shall (x) permit Seller to draw on such Backup Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsburgh Time) immediately available funds in the amount of Seller’s sight draft and (iii) for each of the Letters of Credit for which a Backup Letter of Credit is executed by Purchaser, Seller shall have received at or prior to the Closing Date, the assignment of the Letter of Credit Security Agreements to Purchaser. In the event that any amounts are repaid to Seller by the obligor under the applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller’s draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of this Agreement.

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

(a) An amount equal to 3.4% of the average daily balance of the Deposits (excluding for the purposes of such calculation (x) the aggregate amount of any Ineligible Deposits and (y) all Accrued Interest on the Deposits and on any Ineligible Deposits) for the period commencing thirty (30) calendar days prior to and inclusive of the second Business Day prior to the Closing Date and ending on the second Business Day prior to the Closing Date;

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

(c) The aggregate amount of the Branch Lease Security Deposit;

(d) The aggregate Net Book Value of Loans, plus Accrued Interest with respect to such Loans, as of the Closing Date; and

(e) The aggregate Net Book Value of the Personal Property as of the close of business of the month-end day most recently preceding the Closing Date.

2.4 Assumption of IRA 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 (or to an Affiliate of Purchaser) of Seller’s authority and responsibility as custodian of all such IRA deposits (except self-directed IRA deposits), including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, and filing any appropriate applications with applicable Regulatory Authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) 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) If, notwithstanding the foregoing, as of the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an IRA, such deposit liabilities, which shall at least three (3) Business Days prior to the Closing Date be set forth on Schedule 2.4(c), shall be excluded from Deposits for purposes of this Agreement (including the calculation of the Purchase Price) and shall constitute “ Excluded IRA Deposits .”

2.5 Sale and Transfer of Servicing . The Loans shall be sold on a servicing-released basis (and without limitation, any related escrow deposits shall be transferred to Purchaser). As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of the Loans after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Loans after the Closing Date and Purchaser shall not assume and shall be discharged and indemnified by Seller from all liability with respect to servicing of the Loans on or prior to the Closing Date.

ARTICLE 3

CLOSING PROCEDURES; ADJUSTMENTS

3.1 Closing . (a) The Closing will be held at the offices of PNC at One PNC Plaza, 249 Fifth Avenue Pittsburgh, Pennsylvania 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 parties anticipate that the Closing Date shall be August 28, 2009 or an earlier mutually agreeable date, 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, except as otherwise provided in 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 Branch and the Assets and Liabilities will be performed on a date other than the Closing Date, the Closing Date shall be a Friday and the conversion will be completed prior to the opening of business on the following Business Day.

3.2 Payment at Closing . (a) On or prior to the third (3 ^rd ) Business Day immediately preceding the Closing Date, Seller shall deliver to Purchaser the Draft Closing Statement. At Closing, (i) if the Estimated Payment Amount 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 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 and Seller shall share equally the responsibility for payment of any Transfer Taxes due or incurred in connection with the transactions contemplated by this Agreement and shall reasonably cooperate prior to the Closing Date to agree upon the amount of such Transfer Taxes, if any.

(b) 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 (3 ^rd ) Business Day prior to the Closing Date) on or before 12:00 noon Pittsburgh time on the date of payment.

(c) 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 or before 12:00 noon Pittsburgh time on the thirtieth (30 ^th ) calendar day following the Closing Date (the “ Adjustment Date ”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement are accurate. 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 (30 ^th ) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm, as estimated by such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller and Purchaser. Such 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 such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. Seller and Purchaser agree to fully cooperate with and provide any information requested by such accounting firm.

(c) On or before 12:00 noon Pittsburgh time on the tenth (10 ^th ) 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 Section 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. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

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 Branch for its own account until 5:00 p.m., Pittsburgh time, on the Closing Date, and that Purchaser shall operate the Branch, hold the Assets and assume the Liabilities for its own account after the Closing. Thus, except as otherwise specifically provided in this Agreement, certain items of income and expense that relate to the Assets, the Deposits and the Branch, shall be prorated as provided in Section 3.4(b) below as of 5:00 p.m., Pittsburgh time, on the Closing Date. Those items being prorated will be handled at Closing as an adjustment to the Purchase Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed by the parties hereto.

(b) For purposes of this Agreement, items of proration and other adjustments as they relate to the Assets and Liabilities shall include: (i) rental payments under the Branch Lease; (ii) FDIC deposit insurance assessments (excluding any Special Assessment, which shall be Seller’s sole obligation); (iii) trustee or custodian fees on IRAs, if any; (iv) prepaid expenses and items and accrued but unpaid liabilities, as of the close of business on the Closing Date; and (v) safe deposit rental payments previously received by Seller.

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

(a) A bill of sale in substantially the form of Schedule 3.5(a);

(b) An assignment and assumption agreement in substantially the form of Schedule 3.5(b) (except as otherwise required by local state law), with respect to the Liabilities, except for Loans as contemplated by Section 3.7 (the “ Assignment and Assumption Agreement ”);

(c) A lease assignment and assumption agreements in substantially the form of Schedule 3.5(c), with respect to the Branch Lease (the “ Lease Assignment ”);

(d) The consent of the landlord/lessor to the assignment of the Branch Lease by Seller to Purchaser;

(e) The consent for the assignment and transfer to Purchaser as of the Closing Date of the Small Business Administration for all the Commercial Loans that are included as Loans;

(f) The assignment of the Letter of Credit Security Agreements and all rights thereunder to Purchaser;

(g) The Draft Closing Statement;

(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each IRA included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;

(i) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller;

(j) Seller’s keys to the safe deposit boxes and all other Records related to the safe deposit box business at the Branch;

(k) The Loan Documents and the collateral for the Loans, other than those documents which are specifically set forth on Schedule 3.5(k) of the Seller Disclosure Schedule;

(l) A certified copy of the resolutions of the board of directors of Seller approving the transactions contemplated by this Agreement; and

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

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

(a) The Assignment and Assumption Agreement;

(b) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IRAs included in the Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Section 2.4;

(c) The Lease Assignment and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary 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) The Backup Letters of Credit;

(e) A certified copy of a resolution of the board of directors of Purchaser approving the transactions contemplated by this Agreement; and

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

3.7 Delivery of the Loan Documents . (a) Not later than ten (10) calendar days following the Closing Date, Seller shall deliver to Purchaser or its designee the Loan Documents (reasonably organized and cataloged), in the medium (including imaged documents) then maintained by Seller. Except as otherwise provided herein, Seller shall have no responsibility or liability for the Loan Documents from and after the time such files are delivered by Seller to Purchaser or to an independent third party designated by Purchaser for shipment to Purchaser, the cost of which shall be the sole responsibility of Seller.

(b) Promptly upon execution of this Agreement, Purchaser shall provide Seller with the exact name to which the Loans are to be endorsed, or whether any such Loans should be endorsed in blank. Seller will complete such endorsements and deliver the applicable Loan Documents, along with appropriate assignments of real property security instruments in recordable form and assignments of financing statements, at the Closing.

3.8 Collateral Assignments and Filing . Seller shall use its reasonable best efforts to take all actions necessary to obtain the valid perfection of a lien or security interest in the collateral, if any, securing each Loan sold on the Closing Date in favor of Purchaser or its designated assignee as secured party. Any such action shall be at the sole expense of Seller, including all reasonable third party costs incurred in connection therewith. In addition, Seller shall use its reasonable best efforts to take all actions necessary to vest in Purchaser as of the Closing Date all rights that Seller has prior to the Closing pursuant to any title policies for Loans.

3.9 Allocation of Purchase Price . (a) No later than the Adjustment Date, Purchaser shall prepare and deliver to Seller a draft of a statement (the “ Draft Allocation Statement ”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the Adjustment Date, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and

Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a), (the “ Final Allocation Statement ”) shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

(b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit.

3.10 Additional Loans . During the period after the date hereof through the second (2 ^nd ) Business Day prior to the Closing Date, Seller may originate new Consumer Loans and Commercial Loans at the Branch in compliance with Seller’s approved underwriting and lending policies and in compliance with the representations and warranties set forth herein (“ New Loans ”). The New Loans will become Loans to be purchased by Purchaser at the Closing and added to Schedule 1.1(f) (each such New Loan, an “ Additional Loan ”), provided , however , Purchaser in its sole discretion may exclude any New Loan from being an Additional Loan where such New Loan is (1) originated in contradiction of any of Seller’s approved underwriting and lending policies, (2) has been made to a borrower residing outside of a fifty-mile radius from the Branch location who is not a customer of the Branch as of the date hereof, (2) has a principal amount of $250,000 or greater (or extends credit $250,000 or greater) or (3) such New Loan is part of any modification, workout or other program of Seller to bring a delinquent borrower or current in its lending obligations to Seller. Promptly following the date hereof, the parties will agree on the timing and process for promptly providing the relevant information relating to New Loans (“ Additional Loan Information ”) originated at the Branch after the date hereof through the second (2 ^nd ) Business Day prior to the Closing Date (with Additional Loan Information provided to Purchaser not less frequently than monthly and not later than the Business Day prior to the Closing Date) that Purchaser reasonably deems necessary to enable it to determine whether such New Loans are Additional Loans. The parties will further agree on the timing for Purchaser to designate New Loans as “Additional Loans,” which shall occur not later than the fifth (5 ^th ) Business Day following the date that the applicable Additional Loan Information was provided to Purchaser and not later than the close of business on the day preceding the Closing Date. Unless the parties otherwise agree, any loans originated after the second (2 ^nd ) Business Day prior to the Closing Date shall not be Additional Loans, unless otherwise specifically agreed to in the sole discretion of Purchaser in writing. Any loans originated by Seller after the date hereof that Purchaser does not designate as Additional Loans pursuant to the agreed upon process shall not be Loans, Additional Loans, Liabilities or Assets and shall, without regard to any other provisions of this Agreement, be transferred by Seller prior to the Closing to another Seller

branch or Affiliate banking branch, together with any related servicing or other rights or collateral.

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 Branch:

(a) Not later than thirty (30) 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, procedures and schedules, for the transfer of account record responsibility; provided , however , that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information).

(b) Not later than forty-five (45) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files.

(c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, 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 and the Loans.

(d) Purchaser and Seller each will identify to the other within fifteen (15) calendar days after the date hereof, one of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1.

4.2 Customers . (a) No later than forty-five (45) 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 Branch and other persons that either 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 proposed 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 fifteen (15) Business Days after the date hereof, Seller shall provide to Purchaser a report of the names and addresses of the owners of the Deposits, the borrowers on the Loans and the lessees of the safe deposit boxes as of the date hereof in connection with the mailing of such materials and Seller shall provide updates to such report at reasonable intervals thereafter upon the reasonable request of Purchaser from time to time. No communications by Purchaser, and no communications by Seller outside the ordinary course of business, to any such owners, borrowers, customers or lessees shall be made prior to the Closing Date except as provided in this Agreement or otherwise agreed to by the parties in writing.

(b) Following the giving of any notice described in paragraph (a) above, Purchaser and Seller shall deliver to each new customer at the Branch 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 7.6, 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 the proprietary mark of Seller, National City, PNC or any of their respective Affiliates; provided, however, that Purchaser shall notify Deposit account customers and Loan account customers that, upon the expiration of a post-Closing processing period, which shall be sixty (60) calendar days after Closing Date (the “ Post-Closing Processing Period ”), any Items which are drawn on Seller shall not thereafter be honored by Seller. Such notice shall be given by delivering written instructions to such effect to such Deposit account customers and Loan account customers in accordance with this Section 4.2.

(d) During the period beginning on the Closing Date and ending on the sixtieth (60 ^th ) calendar day thereafter, Seller shall, by commercially reasonable efforts and at Purchaser’s expense (A) accept as a correspondent bank for forwarding to Purchaser all Items which are presented to Seller for payment or credit in any manner including through Seller’s Federal Reserve cash letters or correspondent bank cash letters or deposited by Deposit account customers, correspondent banks or others but excluding ATM withdrawals, deposits and transfers unless initiated with an automated teller machine card issued by Purchaser and (B)

batch all such items in paper format (checks or IRDs) and have them available for pickup by Purchaser no later than 8:00 a.m. Pittsburgh time on the Business Day after presentation to Seller. For deposits and loan payments processed in error by Seller, copies of the deposit slips, loan correspondence (or similar correspondence) and copies of the deposited items will be batched and provided to Purchaser by 12:00 noon Pittsburgh time on the next Business Day and will be provided via secured email to allow memo posting of the deposits and loan payments to the customer accounts.

4.3 Direct Deposits . Seller will 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 that are in Seller’s ACH warehouse system and will use its reasonable best efforts to so transfer all other such arrangements. For a period of ninety (90) days following the Closing, 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 at 9:00 a.m. Pittsburgh time each Business Day and ACH warehouse transaction information will be provided to Purchaser no later than 9:00 a.m. Pittsburgh time on the Business Day following the date of Seller’s receipt of the applicable information. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “ FedWire Direct Deposit Cut-Off Date ”), FedWires 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 Closed.” 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 Branch. 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 . As soon as practicable after the date of this Agreement and 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. For a period of ninety (90) calendar days following the Closing, Seller shall transfer to Purchaser all received direct debits on accounts constituting Deposits at 9:00 a.m. Pittsburgh time each Business Day. Such transfers shall contain Direct Debits effective for that Business Day only. Thereafter, Seller may discontinue forwarding such entries and return them to the originators marked “Account Closed.” 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 Branch. On the Closing Date, Purchaser shall provide ACH originators of such Direct Debits with account numbers relating to the Deposits.

4.5 Escheat Deposits . No current Escheat Deposits are being sold. 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 . (a) 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 requi