PURCHASE AND ASSUMPTION AGREEMENT

Exhibit 2.1

PURCHASE AND ASSUMPTION AGREEMENT

dated as of

April 6, 2009

by and among

NATIONAL CITY BANK,

FIRST NIAGARA BANK,

and

THE PNC FINANCIAL SERVICES GROUP, INC.,

solely with respect to Sections 5.16, 7.10 and 9.1(d)

TABLE OF CONTENTS

List of Schedules

This PURCHASE AND ASSUMPTION AGREEMENT , dated as of April 6, 2009 (this “ Agreement ”), by and among National City Bank (“ Seller ”), First Niagara Bank (“ Purchaser ”), and The PNC Financial Services Group, Inc., a Pennsylvania corporation (“ PNC ”), solely with respect to Sections 5.16, 7.10 and 9.1(d).

RECITALS

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

B.  Purchaser . Purchaser is a federal savings bank, organized under the laws of the United States, with its principal office located in Lockport, New York.

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 Commonwealth of Pennsylvania, in accordance with and subject to the terms and conditions of this Agreement.

D.  Continuation of Service . Purchaser and Seller acknowledge that each intends 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:

“ 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.

“ Adjusted Payment Amount ” means (x) the aggregate balance (including Accrued Interest) of the Deposits, 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(a).

“ Affiliate ” means, with respect to any person, any other person directly or indirectly controlling, controlled by or 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 used in this definition, the term “person” shall be broadly interpreted to include, without limitation, 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 Branches 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 12.8(b).

“ Appraised Value of the Owned Real Property ” means the appraised value of the Owned Real Property as set forth in Schedule 1.1(a).

“ 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).

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

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

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

“ Branch Employees ” means the employees of Seller or its Affiliates employed at the Branches on the Closing Date (including, without limitation, (x) 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, (y) the Relationship Managers located in the Pittsburgh, Pennsylvania and Erie, Pennsylvania markets, and (z) the three (3) district sales executives and one (1) small business banking area sales manager who have responsibility for the Branches. Schedule 1.1(f) contains a complete and accurate list of the employees of Seller or its Affiliates employed at the Branches as of the date hereof who as of the date hereof 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, and such list shall be updated promptly upon Purchaser’s request from time to time following the date hereof to reflect changes to the foregoing with the final such update to occur no later than ten (10) calendar days prior to the Closing Date.

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

“ Branch Leases ” means the leases under which Seller leases land and/or buildings used as Branches, including without limitation ground leases.

“ 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 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 a 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 p.m. Pittsburgh time on such date.

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

“ Commercial Loans ” means loans as of the close of business on the Closing Date booked at the Branches and either (a) 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 or (b) associated with customer accounts of the Relationship Managers, and in each case which are not thirty (30) or more calendar days delinquent (including with respect to real estate taxes which are known by Seller as of the close of business on the Closing Date to be thirty (30) or more calendar days delinquent) as of the Closing Date, but excluding any loans to Shared National Credit Customers and the loan facility listed on Seller Disclosure Schedule 1.1(a). In addition, Purchaser shall have the right to review and exclude, in each case prior to Seller’s final approval, any Commercial Loan or any renewal of any Commercial Loan that Seller proposes to enter into between the date of this Agreement and the Closing Date with a principal balance of $5,000,000 or greater.

“ Consumer Loans ” means loans, including Moved Consumer Loans, as of the close of business on the Closing Date booked at the Branches and categorized by Seller as “Other Consumer Loans” and “Revolving Credit/Home Equity” (but excluding home equity lines of credit (HELOCs), home equity loans and loans to Shared National Credit Customers) in accordance in all material respects with the methodology used in preparing the loan tapes previously furnished by Seller to Purchaser, and in each case which are not (a) thirty (30) or more calendar days delinquent (including with respect to real estate taxes which are known by Seller as of the close of business on the Closing Date to be thirty (30) or more calendar days delinquent) as of the Closing Date, or (b) Retained Consumer Loans.

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

“ Deposit(s) ” means deposit liabilities with respect to deposit accounts (a) booked by Seller at the Branches and (b) which (i) have been opened by a customer at the Branches and are not Retained Split Deposits, (ii) a customer has requested be transferred to the Branches, 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, collected and uncollected deposits and Accrued Interest, but excluding (1) any Excluded IRA/Keogh Account Deposits, (2) any deposits of Shared National Credit Customers and (3) any liabilities which, notwithstanding Section 7.4, are not transferable pursuant to applicable law or regulation.

“ Draft Allocation Statement ” has the meaning set forth in Section 3.10(a).

“ Draft Closing Statement ” means a draft closing statement, 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, 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, liens incurred in the ordinary course of business, including without limitation liens in favor of mechanics or materialmen, and any such matters as do not materially and adversely affect the current use of the properties or assets subject thereto or affected thereby or 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, without limitation, 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, without limitation, 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, minus (y) the Estimated Purchase Price, each as set forth on the Draft Closing Statement as reasonably agreed upon prior to Closing between Seller and Purchaser. 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/Keogh Account 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 Branches for, or applicable to, the Pre-Closing Tax Period.

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ FDIC Special Assessment ” means the emergency special assessment imposed by the FDIC payable on September 30, 2009 with respect to deposits as of June 30, 2009.

“ 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 3.10(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.

“ FNFG ” means First Niagara Financial Group, Inc., a Delaware corporation.

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

“ 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).

“ 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 ” means (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.

“ Keogh Account ” means an 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).

“ Letter of Credit ” means a letter of credit issued by Seller in favor of a customer of (i) the Branches, other than a customer which is a primary accountholder with respect to a Retained Split Deposit or (ii) the Relationship Managers, in each case as identified in the loan tapes of Seller as of the Closing.

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

“ Loans ” means, collectively, the Consumer Loans and the Commercial Loans.

“ Loan Documents ” means all documents evidencing or securing a Loan or a Reimbursement Obligation included in Seller’s file or imaging system, including, without limitation, notes, reimbursement agreements, security agreements, deeds of trust, mortgages, loan agreements, including building and loan agreements, guarantees, sureties and insurance policies (including title insurance policies) and all modifications, waivers and consents relating to any of the foregoing.

“ Loss ” means the amount of losses, liabilities, damages and reasonable expenses actually incurred by the indemnified party or its Affiliates in connection with the matters described in Section 11.1, less the amount of the economic benefit (if any) to the indemnified party or its Affiliates obtained or to be obtained in connection with any such damage, loss, liability or expense (including net Tax benefits obtainable under applicable law, amounts recovered under insurance policies net of deductibles, recovery by setoffs or counterclaims, and other economic benefits).

“ Material Adverse Effect ” means (a) with respect to Seller, a material adverse effect on (i) the business or direct economic results of operations of the Branches, 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, (E) the announcement and/or closing of the Merger or (F) the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism not directly involving the Assets, or (ii) the 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.

“ Memorandum of Understanding ” has the meaning set forth in Section 2.2(c).

“ 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 each of one or more Branches, 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 one or more Branches, in each case as determined by Seller and disclosed to Purchaser prior to the date hereof. Following the date hereof, 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).

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

“ OTS ” means the Office of Thrift Supervision.

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

“ Owned Pittsburgh Branches ” has the meaning set forth in Section 7.10(a).

“ 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.

“ Personal Property ” means all of the personal property goods of Seller located in the Branches consisting of the trade fixtures, shelving, 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) and 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 the foregoing shall not include any (i) controller or server of the branch or (ii) personal computers.

“ Pittsburgh Branch Lease ” has the meaning set forth in Section 7.10(b).

“ Pittsburgh MSA ” means the Pittsburgh Metropolitan Statistical Area, as defined in the United States Office of Management and Budget Bulletin No. 08-01, dated November 20, 2007.

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

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

“ 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 (i) as to the Loans, the Loan Documents and (ii) as to other Assets and Liabilities, all records and original documents, or where reasonable, 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 Branches (including transaction tickets through the Closing Date and all records for closed accounts located in Branches 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: the approval of the OTS, the Federal Reserve Board and the U.S. Department of Justice.

“ 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.

“ Reimbursement Obligations ” has the meaning set forth in Section 2.2(c).

“ Relationship Accounts ” means customer accounts of the Relationship Managers as of the Closing Date, including all associated deposit liabilities, other commercial relationships and Commercial Loans of the customers listed on Schedule 1.1(c) hereto, but excluding (a) any customer accounts that contain loans that are thirty (30) or more calendar days delinquent as of the closing Date and (b) any customer account of a Shared National Credit Customer.

“ Relationship Managers ” means the National City Bank middle market relationship managers listed in Schedule 1.1(d).

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

“ 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 each of one or more Branches, on the one hand, and one or more banking offices of Seller which is not a 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 one or more Branches, in each case as determined by Seller and disclosed to Purchaser prior to the date hereof. Following the date hereof, 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).

“ Retention Agreements ” shall mean the retention incentive agreements listed in Schedule 8.7(g)(iii).

“ 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 Branches.

“ Securities Purchase Agreement ” means the agreement among Seller, PNC and FNFG, dated of even date herewith, with respect to the potential purchase of up to $150,000,000 of common stock and senior unsecured notes of FNFG.

“ 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 8.7(d).

“ 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 to the persons set forth on Schedule 1.1(e).

“ Shared National Credit ” means a shared national credit under the Shared National Credit (SNC) Program of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and the OTS.

“ Shared National Credit Customer ” means a customer of the Branches or the Relationship Managers whose customer account contains a Shared National Credit.

“ Specified Notice of Election ” has the meaning set forth in Section 7.10(a).

“ Specified Owned Pittsburgh Branches ” has the meaning set forth in Section 7.10(a).

“ 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.

“ Tenant Leases ” means leases, subleases, licenses or other use agreements between Seller and tenants with respect to Real Property, if any.

“ Tenant Security Deposit ” means any security deposit held by Seller with respect to a Tenant Lease.

“ Title Company ” means First American Title Company, or such other title company as is mutually acceptable to Seller and Purchaser.

“ 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 ” means the Closing Date, except that for Branch Employees on disability leave at the Closing Date, “Transfer Date” means the date of active commencement of such Branch Employee’s employment with Purchaser or one of its Affiliates, as applicable.

“ Transfer Notice ” has the meaning set forth in Section 7.10(a).

“ Transfer Offer ” has the meaning set forth in Section 7.10(a).

“ Transfer Taxes ” has the meaning set forth in Section 8.3.

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

(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 Branches or of the Relationship Managers, including, without limitation: (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 Branches or of the Relationship Managers. 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 on or after the Closing Date, with respect to the following (collectively, the “ Liabilities ”):

(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, known, unknown, contingent or otherwise, other than the Liabilities or as otherwise expressly set forth herein.

(c) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on February 28, 2009 with such list identifying whether a Letter of Credit relates to a bond issuance. 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)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2 ^nd ) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “ Backup Bond Letter of Credit ”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond 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 Bond 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 (B) for the other Letters of Credit outstanding as of the close of business on the second (2 ^nd ) Business Day prior to the Closing Date set forth on

Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), Purchaser shall issue and deliver to Seller at the Closing a single backup letter of credit, in form and substance acceptable to Seller (the “ Backup General Letter of Credit ” and together with the Backup Bond Letters of Credit, the “ Backup Letters of Credit ”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such 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 General 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. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2 ^nd ) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “ Reimbursement Obligations ”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “ Replacement Letter of Credit ”). In the event that any amounts are repaid to Seller by the obligor under any 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 the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2 ^nd ) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “ Memorandum of Understanding ”).

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

(a) An amount equal to 1.3% of the average daily balance (including Accrued Interest) of the Deposits for the period commencing thirty (30) calendar days prior to and inclusive of the second (2 ^nd ) Business Day prior to the Closing Date and ending on the second (2 ^nd ) Business Day prior to the Closing Date;

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

(c) The aggregate net book value of all the Assets, other than Cash on Hand and Owned Real Property, as reflected on the books of Seller as of the close of business of the month-end day most recently preceding the Closing Date;

(d) Accrued Interest with respect to the Loans; and

(e) The Appraised Value of the Owned Real Property.

2.4 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 (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) With respect to Deposits in Keogh Accounts, Seller shall use reasonable efforts and cooperate with Purchaser to invite depositors thereof to direct a transfer of each such depositor’s Keogh Account and the related Deposits to Purchaser (or an Affiliate of Purchaser), as trustee thereof, and to adopt Purchaser’s (or such Affiliate’s) form of Keogh Master Plan as a successor to that of Seller. Purchaser (or such Affiliate) will not be required to assume a Keogh Account unless Purchaser (or such Affiliate) has received the documents reasonably necessary for such assumption at or before the Closing. With respect to any owner of a Keogh Account who does not adopt Purchaser’s (or such affiliate’s) form of Keogh Master Plan, Seller will use reasonable efforts in order to enable Purchaser (or such Affiliate) to retain such Keogh Accounts at the Branches.

(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, which shall on or prior to the Closing Date be set forth on Schedule 2.4(c), shall be excluded from Deposits for purposes of this Agreement and shall constitute “ Excluded IRA/Keogh Account 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 September 4, 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 Branches and the Assets and Liabilities will be performed on a date other than the Closing Date, the Closing Date shall be a Friday.

3.2 Payment at Closing . (a) 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 shall be responsible for payment of any Transfer Taxes due or incurred in connection with the transactions contemplated by this Agreement.

(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 the 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.

(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. 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.

(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 Branches for its own account until 5:00 p.m. Pittsburgh time on the Closing Date, and that Purchaser shall operate the Branches, hold the Assets and assume the 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 5:00 p.m. Pittsburgh 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, without limitation: (i) rental payments under the Branch Leases and the Tenant Leases; (ii) Property Taxes and assessments; (iii) FDIC deposit insurance assessments, except for the FDIC Special Assessment, which shall be borne by Seller; (iv) wages, salaries and employee benefits and expenses; (v) trustee or custodian fees on IRA and Keogh Accounts; (vi) prepaid expenses and items and accrued but unpaid liabilities, as of the close of business on the Closing Date; and (vii) safe deposit rental payments previously received by Seller.

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

(a) Special Warranty 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;

(b) A bill of sale in substantially the form of Schedule 3.5(b), 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 (i) the Liabilities, except for Commercial Loans as contemplated by Section 3.7, (ii) the Consumer Loans and (iii) the Reimbursement Obligations (the “ Assignment and Assumption Agreement ”);

(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases (the “ Lease Assignments ”);

(e) Sublease assignment and assumption agreements in substantially the form of Schedule 3.5(e), with respect to each of the Tenant Leases (the “ Sublease Assignments ”);

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

(g) The Memorandum of Understanding;

(h) The Draft Closing Statement;

(i) 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 2.4;

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

(k) 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 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 2.4;

(c) The Lease Assignments 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 Sublease Assignments and such other instruments and documents as any subtenant under a Tenant Lease may reasonably require as necessary for providing for the assumption by Purchaser of a Tenant Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date;

(e) An Officer’s Certificate in substantially the form of Schedule 3.6(e);

(f) The Memorandum of Understanding

(g) The Backup Letters of Credit; and

(h) 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) As soon as reasonably practicable after the Closing Date, but in no event later than ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser or its designee the Loan Documents actually in the possession of Seller, in whatever form or medium (including imaged documents) then maintained by Seller. Seller makes no representation or warranty to Purchaser regarding the condition of the Loan Documents or any single document included therein, or Seller’s interest in any collateral securing any Loan or Reimbursement Obligation, except as specifically set forth 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 Purchaser.

(b) Promptly upon execution of this Agreement, Purchaser shall provide Seller with the exact name to which the Commercial Loans are to be endorsed, or whether any Commercial Loans should be endorsed in blank. Seller will use its reasonable best efforts to complete such endorsements and deliver the applicable Loan Documents (including those related to Reimbursement Obligations), along with appropriate assignments of real property security instruments in recordable form and assignments of financing statements, at the Closing; provided , however , with respect to specific Loan Documents, Seller may require additional time to effectively transfer title thereto and Purchaser shall not hold Seller liable for any reasonable delays in the delivery of such Loan Documents. Purchaser further acknowledges and agrees that Seller may execute or endorse any Loan Document by way of facsimile signature.

(c) The assignment of Consumer Loans pursuant to this Agreement shall be effected by execution and delivery of the Assignment and Assumption Agreement.

3.8 Collateral Assignments and Filing . Seller shall take all such reasonable actions as requested by Purchaser to assist Purchaser in obtaining the valid perfection of a lien or security interest in the collateral, if any, securing each Loan or Reimbursement Obligation 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 Purchaser, and Purchaser shall reimburse Seller for all reasonable third party costs incurred in connection therewith.

3.9 Owned Real Property Filings . On or prior to the Closing Date, Purchaser 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. Purchaser agrees to exclusively engage the Title Company in connection with the foregoing actions. Any expenses or documentary transfer Taxes with respect to such filings and all escrow closing costs shall be borne by Purchaser.

3.10 Allocation of Purchase Price . (a) No later than the Adjustment Date, Seller shall prepare and deliver to Purchaser 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, Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Purchaser 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 the Purchaser’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 3.10(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.

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 and the Relationship Managers:

(a) Not later than seven (7) 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) or other than with respect to the Relationship Accounts, as applicable.

(b) Not later than thirty (30) 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, without limitation, 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) Upon the reasonable request of Purchaser, Seller will cooperate with Purchaser and will make available from time to time prior to the Closing Date, at Purchaser’s expense (at the hourly rates set forth in Schedule 4.1(d)), a reasonable number of technical personnel for consultation with Purchaser concerning matters other than the matters referred to in this Section 4.1; provided that there shall be no charge for consultations of less than one (1) hour duration.

(e) Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the Branches from and after the Closing Date. From the date of this Agreement until the Closing, Seller and Purchaser shall cooperate in good faith to address any transitional issues that may arise and that are not specifically addressed in this Article IV.

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):

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, to the extent reasonably practicable, two (2) Business Days, but in any event at least one (1) Business Day, 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 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, the borrowers on the Loans, customers of Relationship Managers 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, 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 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 7.6, 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, without limitation, 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 batch