PURCHASE AND ASSUMPTION AGREEMENT

EXHIBIT 2.8

EXECUTION VERSION

PURCHASE AND ASSUMPTION AGREEMENT

DATE :     July 1, 2009

PARTIES :

     First Financial Bank, N.A., Hamilton, Ohio            (the “ Buyer ”)

     Irwin Union Bank and Trust Company, Columbus, Indiana, and

     Irwin Union Realty, Inc., as owner of the Premises           (collectively, the “ Seller ”)

RECITALS:

     At the Closing (as hereinafter defined), Seller is willing to sell, and Buyer is willing to purchase, the Assets (as hereinafter defined), and Buyer is willing to assume and discharge the Liabilities (as hereinafter defined) upon the terms and subject to the conditions set forth in this Purchase and Assumption Agreement (the “ Agreement ”).

     Capitalized terms used herein have the respective meanings set forth on Annex I attached hereto.

AGREEMENTS:

     In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

      1.  Purchase and Sale of Assets .

     (a) At the Closing, subject to the terms and conditions hereof and on the basis of and subject to the representations, warranties, covenants and agreements herein contained, including the assumption by Buyer of the Liabilities, Seller will grant, sell, convey, assign, transfer and deliver to Buyer, and Buyer will buy, accept and receive from Seller, all of Seller’s right, title and interest, free and clear of all Liens (excluding Permitted Liens), in and to the following assets:

     (1) The real estate owned in fee by Seller and described in Schedule 1 and all improvements to such property purchased, installed or constructed by or on behalf of Seller and used in connection with the operation or maintenance of the Branches, including, without limitation, buildings, structures, parking facilities and drive-in teller facilities, (the “ Premises ”);

     (2) All of the personal property of Seller located at the Branches or affixed to the Premises, including, without limitation, the furniture, trade fixtures, equipment, shelving, on-premises ATMs, security systems, safe deposit boxes (including keys, but exclusive of contents), vaults, telephone numbers, sign structures (exclusive of signage containing any trade name, trademark or service mark, if any, of Seller), 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) (collectively, the “ Personal Property ”). The Personal Property is set forth in Schedule 2 and shall be updated as of the Closing Date;

     (3) All cash on hand at the Branches, including, without limitation, vault and teller cash, petty cash, on-premises ATM cash, cash items in the process of collection, and cash equivalents held at the Branches (collectively, the “ Cash on Hand ”);

     (4) The security deposits on the Branch Lease (“ Premises Security Deposits ”);

     (5) Prepaid expenses, including rents and utilities, as set forth on Schedule 3 , which Schedule 3 shall be updated as of the Closing Date (the “ Prepaid Expenses ”);

     (6) The Loans, including Accrued Interest, the collateral for the Loans, the Loan Files and Loan Documents and all servicing rights related to such Loans pursuant to Section 15(b);

     (7) The Branch Lease, Personal Property leases, licenses, contracts and other agreements identified on Schedule 5 that relate to the Branches (“ Assigned Contracts ”);

     (8) The Safe Deposit Agreements;

     (9) The Records;

     (10) The rights of action and claims related to the Assets and all rights of Seller under express or implied warranties given or made in connection with the Assets; and

     (11) The Additional Assets (as defined below), if any.

The foregoing assets in (1) through (11) will be referred to collectively as the “ Assets .” Buyer shall succeed to all rights, title, benefits and interests in and to the Assets as of the Closing, and shall be entitled to receive all benefits therefrom from and after the Closing.

     (b) No later than two (2) Business Days prior to the Closing Date, Seller may agree to grant, sell, convey, assign, transfer and deliver to Buyer, and Buyer may agree to purchase and accept from Seller, such additional assets of Seller (“ Additional Assets ”) as the parties may mutually agree, on such terms and conditions (including, without

limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the parties and set forth on Schedule 6 . Such additional consideration for any Additional Assets will be added to the Purchase Price. Seller will not grant, sell, assign, transfer or encumber and Buyer will not purchase any assets of Seller under this Agreement other than the Assets and any Additional Assets, if any.

     (c) Seller and Buyer hereby acknowledge and agree that, during the period between the execution of this Agreement and five (5) Business Days prior to the Closing Date, Seller, in its sole and absolute discretion, may add loans originated prior to the date of the execution of this Agreement to Schedule 4(a)(i) with such loans thereby becoming “Loans” for all purposes under this Agreement. Seller covenants and agrees, as soon as practicable following a request by Buyer, to provide Buyer with all loan agreements, loan documents and other relevant data (including, but not limited to, any facts, conditions, occurrences, changes and other matters that Seller may include on the Seller Disclosure Schedule as an exception to the representations and warranties as the same apply to such Loan) reasonably necessary to allow Buyer to determine, in its sole and absolute discretion, which loans, if any, shall be added to Schedule 4(a)(i) and thereby become “Loans” for all purposes under this Agreement. Buyer covenants and agrees, that as soon as reasonably practicable following such a determination by Buyer with respect to a particular loan or set of loans, that Buyer shall notify Seller of Buyer’s decision to add such loans to Schedule 4(a)(i) thereby becoming “Loans” for all purposes under this Agreement. At the time such new Loan is added to Schedule 4(a)(i) pursuant to this Section 1(c), the Seller Disclosure Schedule shall be updated to reflect any exceptions to the representations and warranties solely in connection with such new Loan and Section 1(e) below shall only apply to any Seller Loan Disclosure Update made by Seller after such time.

     (d) Through the period ending twenty-five (25) Business Days prior to the Closing Date (the “ Loan Review Period ”), Buyer shall have reasonable access pursuant to Section 16(l) and may review all Loans to identify in writing to Seller (1) any and all loans that were improperly or mistakenly classified as Loans as of the date of this Agreement due to their inclusion on Schedule 4(a)(i) , or (2) any and all Loans that as of the date of the execution of this Agreement would entitle Buyer to indemnification (for purposes of this determination, ignoring the limitations on indemnification set forth in Section 20(e)) for Losses resulting from a breach of any of the representations or warranties set forth in Section 9(f) (for purposes of this determination, any such representation or warranty that is qualified by Material Adverse Effect, materiality or similar qualifier shall be read and given effect as if no such qualifier is contained therein) ((1) and (2) collectively, the “ Excluded Loans ”). Seller shall have ten (10) Business Days following the end of the Loan Review Period to cure any such breaches, if any, capable of cure identified in such notice provided by Buyer pursuant to (2) above (and in the event Seller cures any such breaches, the Loan(s) associated with such breach(es) shall not be deemed “Excluded Loans”). Following the end of such ten (10) Business Day period, Seller shall make adjustments to Schedule 4(a)(i) to remove the Excluded Loans therefrom, and make corresponding adjustments to the Purchase Price.

     (e) Notice of Developments .

     (1) From the date of this Agreement until the Closing Date, Seller shall, from time to time, provide Buyer with prompt written notice upon, and in any event within one (1) business day of, becoming aware of any facts, conditions, occurrences, changes and other matters that could reasonably be expected to cause a breach of any of the representations and warranties of Seller contained in Section 9(f) of this Agreement (each a “ Seller Loan Disclosure Update ”).

     (2) No later then fifteen (15) Business Days following the date the applicable Seller Loan Disclosure Update was provided to Buyer and, with respect to any Seller Loan Disclosure Update provided fifteen (15) Business Days prior to the Closing Date, no later then the close of business on the Business Day immediately preceding the Closing Date, Buyer may, in its sole and absolute discretion, notify Seller of its intention to exclude from the definition of “Loans,” and thereby the transactions contemplated by this Agreement, any and all Loans as to which such particular Seller Loan Disclosure Update, directly or indirectly, relates, impacts or is relevant to. Seller shall then have fourteen (14) calendar days following notice from Buyer (or such lesser period of time remaining between the receipt by Seller of notice from Buyer and the Business Day immediately preceding the Closing Date) to address those matters, if any, capable of being cured that are identified in the Seller Loan Disclosure Update such that thereafter they would not reasonably be expected to cause a breach .

     (3) Unless the parties otherwise agree in writing, Seller shall not deliver any Seller Loan Disclosure Updates to the Buyer after the fifteenth (15 ^th ) Business Day prior to the Closing Date (the “ Update Cut-Off Date ”) and any such disclosure delivered to Buyer following the Update Cut-Off Date shall

not be deemed to be a “Seller Loan Disclosure Update” for purposes of this Agreement.

     (4) Seller Loan Disclosure Updates shall not be deemed to be part of the Seller Disclosure Schedule for purposes of determining whether a breach of a representation or warranty has occurred or whether a party is entitled to indemnification under this Agreement.

      2.  Assumption of Liabilities; Excluded Liabilities .

     (a) As of and after the Closing, subject to satisfaction of the terms and conditions hereof, including the transfer of the Assets to Buyer, Buyer will pay, perform and assume the following liabilities of Seller and will perform the following duties, responsibilities and obligations of Seller that are to be performed from and after the Closing Date:

     (1) the Deposit Liabilities, including IRA and Keogh Accounts to the extent contemplated by Section 2(c);

     (2) the special FDIC premium assessment as of June 30, 2009 that will be collected on September 30, 2009, but only with respect to the Deposit Liabilities;

     (3) the Assigned Contracts, if such Assigned Contracts are actually assigned to Buyer in accordance with their terms;

     (4) Funding commitments under the Loans, including, Unfunded Advances, and the servicing of the Loans;

     (5) The Safe Deposit Agreements;

     (6) The accrued liabilities, if any, described in Schedule 2(a)(6) (the “ Accrued Liabilities ”);

     (7) The obligations assumed by Buyer under Section 16(m) of this Agreement, which under no circumstance shall include any liability or obligation for any employment, change-in-control or other severance agreement or any payments under any Employee Benefit Plan of Seller and/or Seller Parent, including, but not limited to, bonus or incentive programs; and

     (8) Taxes Buyer is responsible for under Section 21 and any taxes with respect to the Assets or the Branches for any taxable period (or portion thereof) that begins after the Closing Date.

The foregoing liabilities set forth in (1) through (8) only will be referred to collectively as the “ Liabilities .”

     (b) Notwithstanding anything to the contrary in this Agreement, other than the Liabilities, which Buyer is expressly assuming pursuant to this Agreement, Buyer shall not

assume or be bound by any duties, responsibilities, obligations or liabilities of Seller, or of any of its Affiliates, of any kind or nature, known, unknown, contingent or otherwise, including, without limitation, (i) those attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Closing Date and any Legal Proceedings that arise as a result thereof; (ii) for any Seller or Seller Parent tax liability, including, but not limited to, interest and penalties required to be paid by Seller or its successor, except as provided herein; (iii) any obligation of Seller to indemnify any Person; (iv) for any liability of Seller or any Affiliate under this Agreement or for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (v) relating or arising out of any deposit excluded under the definition of Deposit Liabilities; (vi) those having to do with or related to the employment or other similar relationship between Seller and Seller Parent on the one hand and their current, former or prospective employees, officers, directors, consultants and other agents, on the other hand, including, but not limited to, those relating to termination of employment or refusal to hire, termination or severance payments, and compensation (including commission and incentive payments), and those occurring under or related to any Employee Benefit Plan of Seller or any of its ERISA Affiliates, and (vii) those arising from circumstances, events or conditions prior to the Closing Date and not expressly assumed hereunder (collectively the “ Excluded Liabilities ”).

     (c)

     (1) With respect to Deposit Liabilities in IRAs, Seller will use its reasonable best efforts to cooperate with Buyer in taking any action reasonably necessary to accomplish either the appointment of Buyer as successor custodian or the delegation to Buyer (or to an Affiliate of Buyer) of Seller’s authority and responsibility as custodian of all such IRAs, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Buyer in soliciting consents from such depositors, and filing any appropriate applications with applicable regulatory authorities. If, notwithstanding the foregoing, as of the Closing Date, Buyer shall be unable to retain Deposit Liabilities in respect of an IRA, such Deposit Liabilities shall be deemed to be “ Excluded Liabilities ” for purposes of this Agreement.

     (2) With respect to Deposit Liabilities in Keogh Accounts, Seller will use reasonable best efforts to cooperate with Buyer to invite depositors thereof to direct a transfer of each such depositor’s Keogh Account and the related Deposit Liabilities to Buyer, as trustee thereof, and to adopt Buyer’s form of Keogh Master Plan as a successor to that of Seller.  Buyer will assume no Keogh Accounts unless Buyer has received the documents, to its satisfaction, necessary for such assumption at or before the Closing, and, if notwithstanding the foregoing, as of the Closing Date, Buyer shall be unable to retain Deposit Liabilities in respect of a Keogh Account, such Deposit Liabilities shall be deemed to be “ Excluded Liabilities ” for purposes of this Agreement.

      3.  Calculation and Allocation of Purchase Price .

     (a) Purchase Price . Subject to Section 1 (with respect to Additional Assets and Excluded Loans), Section 3(b) and Section 3(d), the purchase price of the Assets (the “ Purchase Price ”) will be an amount equal to the sum of the following:

     (1) The lower of: (i) the aggregate amount of the Net Book Value of the Premises as of the last day of the month end immediately preceding the Closing Date, and (ii) the Appraised Value of the Premises;

     (2) The aggregate amount of the Net Book Value of the Personal Property as of the last day of the month end immediately preceding the Closing Date, provided, however that, with the exception of furniture, Buyer shall not be required to pay for any Personal Property located at the Shelbyville branch, and therefore the Net Book Value of such Personal Property shall not be included in the Purchase Price;

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

     (4) The aggregate amount of the Premises Security Deposits;

     (5) The aggregate amount of the Prepaid Expenses as of the Closing Date;

     (6) The aggregate unpaid principal amount of the Loans, plus the aggregate amount of Accrued Interest, on the Closing Date; plus

     (7) The aggregate amount agreed upon by Seller and Buyer for the Additional Assets, if any.

     (b) Adjustments of Purchase Price .

     (1) Solely for purposes of facilitating the calculation of the cash due Buyer or Seller, as applicable, on the Closing Date, Seller shall provide to Buyer, five (5) Business Days prior to the Closing Date, the Draft Closing Statement.

     (2) On or before 12:00 noon E.D.T. on the thirtieth (30th) calendar day following the Closing Date (the “ Adjustment Date ”), Seller shall deliver to Buyer the Final Closing Statement and Seller shall make available to Buyer such work papers, schedules and other supporting data used to calculate and prepare the Final Closing Statement as may be requested by Buyer to enable Buyer to verify such determinations set forth in the Final Closing Statement.

     (3) If, within forty-five (45) calendar days following the date of receipt by Buyer of the Final Closing Statement, Buyer does not dispute any items contained in the Final Closing Statement or omitted therefrom, then the Final Closing Statement shall be final and binding upon the parties. In the event

that Buyer disputes any items contained in the Final Closing Statement or omitted therefrom, such disputes shall be resolved in the following manner:

     (A) Buyer shall notify Seller, in writing (the “ Notice of Disagreement ”) of such dispute(s) within forty-five (45) calendar days after Buyer’s receipt of the Final Closing Statement, which notice shall specify in reasonable detail the nature of the dispute(s), indicating those specific items that are in dispute (the “ Disputed Items ”). All items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder.

     (B) During the 30-day period following Seller’s receipt of a Notice of Disagreement from Buyer, Seller and Buyer shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Final Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto.

     (C) If, at the end of the 30-day period specified in subsection (b)(3)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or any portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “ Unresolved Changes ”), then Buyer and Seller shall promptly refer the Unresolved Changes to a mutually agreeable nationally recognized independent certified public accounting firm (the “ Firm ”) to make a determination as to the subject matter of the Unresolved Changes. If Buyer and Seller fail to agree on a Firm within thirty (30) days after the end of the 30-day period specified in subsection (b)(3)(B) above, the Firm shall be selected by the American Arbitration Association. The Firm shall be directed to issue its written decision as promptly as practicable and in any event within thirty (30) days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties (the “ Firm Determination ”). Seller and Buyer each agree to fully cooperate with and provide any information requested by such Firm. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “ Firm Expenses ”) shall be borne and paid equally by Buyer and Seller.

     (4) On or before 12:00 noon E.D.T. on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to subsection 3(b)(3) above, if the Adjusted Payment Amount is greater than the Estimated Payment Amount then Seller shall pay to Buyer 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 Adjusted Payment Amount is less than the Estimated Payment Amount Buyer shall pay to

Seller an amount in dollars equal to such shortfall, plus interest on such shortfall from the Closing Date to but excluding the payment date, at the Federal Funds Rate. If a payment is owed to Buyer pursuant to this Section 3(b)(4), such payment of the Adjusted Payment Amount shall be effected first, by release of funds held by the Escrow Agent in the Escrow Account, and second by wire transfer of immediately available funds from Seller to an account designated in writing by the Buyer within five (5) Business Days after the determination thereof. If a payment is owed to Seller pursuant to this Section 3(b)(4), such payment of the Adjusted Payment Amount shall be made by wire transfer of immediately available funds from Buyer to an account designated in writing by Seller within five (5) Business Days after the determination thereof.

     (c) Allocation of the Purchase Price .

     (1) Buyer shall prepare a proposed allocation of the Purchase Price among the Assets in accordance with Section 1060 of the Code, which proposed allocation shall be delivered to Seller for review and comment within sixty (60) days following the Closing Date (“ Proposed Allocation Statement ”). Seller shall provide to Buyer in writing within ten (10) days of the receipt of such Proposed Allocation Statement any objections thereto.

     (2) If, within ten (10) days following the receipt of the Proposed Allocation Statement, Seller does not dispute any items contained in the Proposed Allocation Statement, then the Proposed Allocation Statement shall be final and binding upon the parties (“ Final Allocation Determination ”). In the event that Seller disputes any items contained in the Proposed Allocation Statement, such disputes shall be resolved in the following manner:

     (A) Seller shall notify Buyer in writing (the “ Notice of Allocation Disagreement ”) of such dispute within ten (10) days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “ Seller Disputed Items ”). All items that are not Seller Disputed Items shall be final, binding and conclusive for all purposes hereunder.

     (B) During the 15-day period following Buyer’s receipt of a Notice of Allocation Disagreement, Seller and Buyer shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at the end of such 15-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Allocation Disagreement, the Proposed Allocation Statement shall be adjusted to reflect such written agreement and shall become the Final Allocation Determination.

     (C) If, at the end of the 15-day period specified in subsection (c)(2)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or any portion of such Seller Disputed Items

(those Seller Disputed Items that remain in dispute at the end of such period are the “ Unresolved Allocation Changes ”), then Buyer and Seller shall promptly refer the Unresolved Allocation Changes to a mutually agreeable Firm to make a determination as to the subject matter of the Unresolved Allocation Changes. If Buyer and Seller fail to agree on a Firm within 15 days after the end of the 15-day period specified in subsection (c)(2)(B) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 15 days following the submission of the Unresolved Allocation Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties and become the Final Allocation Determination. In the event Unresolved Allocation Changes are submitted to the Firm for resolution as provided herein, the costs of engaging the Firm shall be paid by Buyer and Seller equally.

     (3) Buyer and Seller and their Affiliates shall file all tax returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such Final Allocation Determination. Seller shall use commercially reasonably efforts to deliver to Buyer all such documents and other information as Buyer may reasonably request in order to prepare the Proposed Allocation Statement contemplated by subsection 3(c)(1) above and any tax returns for taxable periods beginning on or after the Closing Date. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such Final Allocation Determination, unless required to do so by applicable Legal Requirement.

     (d) Proration; Other Closing Date Adjustments .

     (1) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until 11:59 p.m., E.D.T., on the Closing Date, and that Buyer 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 for in this Agreement, items of income and expense shall be prorated as of 11:59 p.m., E.D.T, on the Closing Date, and settled between Seller and Buyer on the Closing Date, whether or not such adjustment would normally be made as of such time.  Items of proration will be handled at the Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto.

     (2) For purposes of this Agreement, items of proration and other adjustments shall include, but not be limited to:  (i) rental payments under the Branch Lease; (ii) personal and real property Taxes and assessments; (iii) other Prepaid Expenses and items and accrued but unpaid liabilities, as of the close of business on the Closing Date; and (iv) safe deposit rental payments previously received by Seller.

      4.  Payment of the Purchase Price .

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

     (b) All payments to be made hereunder by one party to the other shall be made by wire transfer of immediately available funds (to such account as the appropriate party shall advise not later than two (2) Business Days prior to the Closing Date) on or before 12:00 noon E.D.T on the date of payment.

     (c) At the Closing, Seller shall deposit the Escrow Amount into the Escrow Account which shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement, with one half of the Escrow Amount to be held for a term of twelve (12) months, and with one half of the Escrow Amount to be held for a term of twenty-four (24) months, each such period commencing on the Closing Date.

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

      5.  Closing .

     (a) The consummation of the transactions contemplated by this Agreement (the “ Closing ”) will be held at Buyer’s offices at 4000 Smith Road, Suite 400, Cincinnati, Ohio 45209, as soon as reasonably practicable following the satisfaction or, where legally permitted, the waiver of the conditions set forth in Section 7 and Section 8 . The Closing may occur on August 31, 2009 or September 14, 2009 at Buyer’s option and with the consent of Seller, and in no event later than October 31, 2009 or such later date as may be mutually agreed to by the Parties (such date, the “ Closing Date ”).

     (b) Unless the parties agree pursuant to Section 16(b) that the conversion of the data processing with respect to the Branches and the Assets and Liabilities will be performed other than on the weekend immediately following the Closing Date, the Closing Date shall be on a Friday and the conversion will be completed prior to the opening of business on the following Monday.

      6.  Buyer’s and Seller’s Closing Deliverables .

     (a) At the Closing, Seller shall deliver to Buyer the following:

     (1) The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and to the Premises to Buyer;

     (2) A bill of sale substantially in the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer;

     (3) Subject to Section 19, a lease assignment and assumption agreement substantially in the form of Exhibit B attached hereto, with respect to each of the Branch Lease (the “ Lease Assignments ”);

     (4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements;

     (5) A certificate duly executed by the Secretary of Seller pursuant to which such officer shall certify to (i) the due adoption by Seller’s board of directors of resolutions attached to such certificate authorizing the execution and delivery of this Agreement and the taking of all actions contemplated hereby, and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and the taking of all actions contemplated hereby on behalf of Seller;

     (6) The Records;

     (7) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “ Assignment and Assumption Agreement ”);

     (8) A bring-down of Schedule 4(a)(i) and Schedule 8 ;

     (9) Seller’s resignation as trustee or custodian, as applicable, with respect to each IRA and/or Keogh Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c);

     (10) The certificate of Seller’s Chief Executive Officer required by Section 8(f);

     (11) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date);

     (12) Originals or copies of the Branch Lease fully executed by each party thereto;

     (13) Executed consents of the landlords and lessors, as applicable, necessary to assign the Branch Lease to Buyer, subject to Section 19 hereof;

     (14) Executed copies of the Unconditional Releases;

     (15) A power of attorney in substantially the form of Exhibit D attached hereto;

     (16) An ALTA form of owner policy of title insurance issued by the Title Company for the Premises, naming Buyer as insured having an effective date as of the Closing Date, in form and substance in accordance with Section 16(q);

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

     (18) Cash On Hand;

     (19) Estimated Payment Amount, if any;

     (20) A complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and automated teller machines and combinations for all combination locks, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, together with a schedule listing same;

     (21) A list, certified to by an authorized officer of Seller (acting in his or her capacity as an officer of Seller and not as an individual), setting forth all garnishments, similar court orders, tax liens and orders of any Governmental Entity in effect with respect to the Deposit Liabilities;

     (22) A payoff letter from the FHLB (in form and substance reasonably satisfactory to Buyer) confirming that upon receipt of funds owed the FHLB and securing the FHLB Pledged Loans, the FHLB releases its liens and security interests in the FHLB Pledged Loans and authorizes release of the Loan Documents relating to such FHLB Pledged Loans.

     (23) If any of the Loans are pledged to the FR, a payoff letter from the FR (in form and substance reasonably satisfactory to Buyer) confirming that upon receipt of funds owed the FR and securing the FR Pledged Loans, the FR releases its liens and security interests in the FR Pledged Loans and authorizes release of the Loan Documents relating to such FR Pledged Loans.

     (24) Such other Assets as shall be capable of physical delivery; and

     (25) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

     (b) At the Closing, Buyer will deliver to Seller the following:

     (1) Certified copies of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement;

     (2) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, the Assignment and Assumption Agreement, duly executed by Buyer;

     (3) The certificate of Buyer’s Chief Executive Officer as required by Section 7(f);

     (4) Evidence of the Buyer Regulatory Approvals and the satisfaction of all required conditions of such Buyer Regulatory Approvals;

     (5) Buyer’s acceptance of its appointment as successor trustee or custodian, as applicable, of the IRA and/or Keogh Accounts, which are part of the Deposit Liabilities and the assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Section 2(c);

     (6) the Estimated Payment Amount, if any; and

     (7) Such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

     (c) Loan Documents and Loan Files .

     (1) Not later than three (3) Business Days following the Closing Date, Seller shall deliver to Buyer or its designee the Loan Files and Loan Documents (reasonably organized and cataloged), in imaged format, and no later than ten (10) Business Days following the Closing Date, Seller shall deliver to Buyer or its designee the original hard copies of the Loan Agreements and Loan Documents (reasonably organized and cataloged). In addition, the parties agree that the information, promissory notes, other Loan Documents, Loan Agreements and other documents or instruments necessary to complete the deliveries in Section 6(a)(7) may not be available until immediately prior to or after the Closing. Accordingly, upon completion of the documents or instruments necessary to complete the deliveries in Section 6(a)(7) and delivery of same to Seller, Seller agrees to promptly execute such documents and to deliver same to Buyer as expediently as possible, but in no event later than five (5) Business Days after Seller’s receipt of same. The parties hereto agree that failure to timely transfer the Loan Agreement, Loan Documents and the documents and instruments necessary to complete the deliveries in Section 6(a)(7) as set forth herein, shall entitle Buyer to exercise its rights and remedies under this Agreement, and under applicable law. Seller shall have no responsibility or liability for the Loan Files and Loan Documents from and after the time such files are delivered by Seller to Buyer or to an independent third

party designated by Buyer for shipment to Buyer. Seller shall not be responsible for the cost of delivering any Loan Files or Loan Documents located at the Branches at the Closing to any other location designated by the Buyer. Buyer and Seller shall share equally in the cost of delivering any and all Loan Files or Loan Documents that must be shipped to the Branches in connection with the Closing.

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

     (d) Collateral Assignments and Filing . Seller shall take all such reasonable actions as requested by Buyer to assist Buyer in obtaining 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 Buyer or its designated assignee as secured party. Any such action shall be at the sole expense of Buyer, and Buyer shall reimburse Seller for all reasonable third party costs incurred in connection therewith.

     (e) Premises Filings . On the Closing Date, Seller and Buyer 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 Premises as provided herein be duly vested in Buyer.

      7.  Conditions Precedent to Seller’s Obligations . The obligations of Seller to consummate the transactions contemplated by this Agreement are, at the option of Seller, subject to the following conditions precedent that, at or before Closing:

     (a) The Buyer Regulatory Approvals shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated;

     (b) Buyer shall have duly and timely performed its covenants and agreements required by this Agreement to be performed on or prior to the Closing Date in all material respects;

     (c) Each of the representations and warranties of Buyer contained or referred to in this Agreement that are qualified as to materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, at the Closing as though made at the Closing (except to the extent such representations and warranties speak of an earlier date);

     (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Legal Requirement or Order (whether temporary, preliminary or permanent), which is in effect and which prohibits or makes illegal, or materially restricts, the consummation of the transactions contemplated by this Agreement or materially alters the terms of this Agreement;

     (e) No Legal Proceedings shall have been instituted against Buyer or Seller where the determination of liability against such party would reasonably be expected to have a Material Adverse Effect or a material and adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement; and

     (f) There shall have been delivered to Seller a certificate confirming items (a)-(c) above, dated as of the Closing Date, and signed on behalf of the Buyer by its Chief Executive Officer.

      8.  Conditions Precedent to Buyer’s Obligations . The obligations of Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, subject to the following conditions precedent that, at or before Closing:

     (a) The Seller Regulatory Notices shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Seller Regulatory Approval shall have resulted in the imposition of a Materially Burdensome Regulatory Condition;

     (b) Seller shall have duly and timely performed its covenants and agreements required by this Agreement to be performed by Seller on or prior to the Closing Date in all material respects;

     (c) Each of the representations and warranties of Seller contained or referred to in this Agreement that are qualified as to materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, at the Closing as though made at the Closing (except to the extent such representations and warranties speak of an earlier date);

     (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Legal Requirement or Order (whether temporary, preliminary or permanent), which is in effect and which prohibits or makes illegal, or materially impacts, the consummation of the transactions contemplated by this Agreement or materially alters the terms of this Agreement;

     (e) No Legal Proceedings shall have been instituted against Buyer or Seller where the determination of liability against such party would reasonably be expected to have a Material Adverse Effect or a material and adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement;

     (f) There shall have been delivered to Buyer a certificate confirming items (a)-(c) above, dated as of the Closing Date, and signed on behalf of the Seller by its Chief Executive Officer;

     (g)

     (1) Buyer shall have obtained a Phase I Environmental Site Assessment report (“ Buyer’s Phase I Report ”), which shall be at Buyer’s expense, prepared after the date hereof. Buyer shall report to Seller the results of

the Buyer’s Phase I Report, together with any objections (an “ Objection ”) to any matter related to the environmental condition of the Premises or the Branches (other than information made available to Buyer by Seller prior to the date of this Agreement) that Buyer reasonably believes could, individually, or in the aggregate, (i) materially and adversely affect Buyer’s continued use of the Premises or the Branches as a branch, or (ii) have a Material Adverse Effect on Buyer. Buyer shall provide the report together with any Objections to Seller no later than forty-five calendar days after the date of this Agreement. If Buyer raises any Objections, Seller and Buyer shall address such Objection as set forth in subsection (2) below.

     (2) If Buyer discovers any Objections that would, individually or in the aggregate, require the expenditure of $100,000 or more to remediate, as determined by Buyer in its reasonable discretion, Buyer shall promptly give written notice thereof to Seller describing the Objection or Objections in detail and Seller shall have the obligation to pay up to the sum of $100,000 to cure such Objection(s) prior to the Closing, if cure is reasonably possible. If Seller is unable or unwilling to cure any such Objection to Buyer’s reasonable satisfaction, then in Buyer’s sole and absolute discretion, and upon written notice to Seller, such notice to be received by Seller no later than ten (10) calendar days after Buyer is notified in writing of Seller’s inability or unwillingness to cure any such Objection: (a) Buyer shall receive title or a leasehold interest in the Premises or Branch Lease, respectively, in their then existing condition with a corresponding adjustment to the Purchase Price that is mutually agreeable to both parties, provided, that any such adjustment to Purchase Price shall not exceed $100,000, or (b) Buyer may terminate this Agreement, or (c) Seller shall keep title to the Premises related to such Objection(s) and Buyer may lease such Premises from Seller on terms mutually agreeable to both parties with a corresponding mutually agreeable adjustment to the Purchase Price.

     (h) All Title Objections shall have been cured, waived by Buyer or become an Insured Exception, in each case, as contemplated by Section 16(q) ; and

     (i) In the aggregate, the amount of principal and accrued interest outstanding on the Loans as of the Closing Date must exceed the Loan Floor.

     (j) Seller shall have delivered the closing deliverables set forth in Section 6(a) .

      9.  Representations and Warranties of Seller . Seller represents and warrants to Buyer as follows, subject to the exceptions disclosed in writing in the Seller Disclosure Schedule and delivered as of the date hereof:

     (a) Corporate Organization . Seller is an Indiana state chartered commercial bank and trust company duly organized and validly existing under the laws of the State of Indiana, and is entitled to own its properties where such properties are now owned and operated and has the requisite power and authority to conduct its business as now being

conducted at the Branches. Seller is an insured depository institution pursuant to the provisions of the Federal Deposit Insurance Act, as amended.

     (b) Financial Statements; Call Reports . The Seller has previously provided or, as applicable, will provide, to Buyer true, correct and complete copies of:

     (1) The audited consolidated balance sheets of Seller Parent as of December 31, 2008 and 2007 and the related audited consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows for the years ended December 31, 2008 and 2007, inclusive (collectively the “ Audited Financial Statements ”), accompanied by the audit report of Ernst & Young LLP;

     (2) The unaudited consolidated balance sheets of Seller Parent as of March 31, 2009 and the related unaudited consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows for the period ended March 31, 2009 and the unaudited consolidated balance sheets of Seller and Seller Parent and the related unaudited consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows of Seller Parent for each calendar quarter ended between March 31, 2009 and the Closing Date (collectively the “ Unaudited Financial Statements ” and together with the Audited Financial Statements, the “ Financial Statements ”);

     (3) The December 31, 2008 Call Report of the Seller and the Call Report of the Seller for each calendar quarter ended between December 31, 2008 and the Closing Date submitted to the Board of Governors of the Federal Reserve System (collectively the “ Reports ”).

     The Financial Statements and the Reports were prepared on a consistent basis and, with respect to the Financial Statements, in accordance with GAAP (subject, in the case of the Unaudited Financial Statements, to recurring audit adjustments, normal in nature and not material in amount, and the absence of notes to the financial statements). The Financial Statements and the Reports fairly and accurately present the financial condition and results of operations of Seller Parent and Seller in all material respects for their respective fiscal periods or as of their respective dates, are correct and complete and are consistent with the books and records of Seller Parent and Seller. The books and records of Seller Parent and Seller are correct and complete in all material respects, and have been, and are being, maintained in all material respects in accordance with GAAP and any other Legal Requirement and accounting requirements.

     (c) Title to Assets . Seller is the lawful owner of, or in the case of leased Assets, has a valid leasehold interest in, each of the Assets, and the Assets are not subject to any Lien other than Permitted Liens. Subject to and upon the execution of the documents of transfer, conveyance and assignment by Seller as provided herein at the Closing, and the receipt of the consents and approvals as set forth herein, Seller has the right to sell, convey, transfer, assign and deliver to Buyer all of Seller’s right, title and interest in and to the Assets free and clear of any Lien other than Permitted Liens and subject to the terms and conditions hereof, on the Closing Date, Buyer will acquire good

and marketable title to all of the Assets free and clear of any Lien other than Permitted Liens.

     (d) Premises . Other than the Premises, the Assets do not include any ownership interest in real property. The Premises constitute all of the real estate owned or leased by Seller on which Seller maintains the Branches.

     (e) Environmental Matters .

     (1) The Premises have been operated by Seller in material compliance with all Applicable Environmental Laws, including but not limited to Legal Requirements relating to the use, handling, release, storage and disposal of Hazardous Substances. Seller has not, in violation of any Legal Requirement, used, handled, stored or disposed of Hazardous Substances on the Premises or elsewhere, nor has Seller, in violation of any Legal Requirement, discharged or released any Hazardous Substances upon the Premises or elsewhere, in violation of any Applicable Environmental Laws or that would require remedial action or otherwise impose liability. To Seller’s Knowledge, and except as set forth in Schedule 9(e) of the Seller Disclosure Schedule, no other party has, in violation of any Legal Requirement, engaged in any such use, handling, storage, disposal, discharge or release of any Hazardous Substance on the Premises. To Seller’s Knowledge, except as set forth in Schedule 9(e) of the Seller Disclosure Schedule, the Premises have been and are free of any Hazardous Substances, soil, soil vapor, and groundwater contamination in violation of any Legal Requirement, or any underground or above-ground storage tanks, disposal pits, landfills, surface impoundments, clarifiers, leachfields, septic tanks, and wells.

     (2) Seller has maintained secured creditor liability exemptions pursuant to 42 U.S.C. § 9601(20) and similar laws under applicable states’ statutes, including but not limited to not participating in management nor otherwise “controlling” or “directing” any borrower such that Seller would be subject to any liability with respect to any environmental matters in connection with any security, borrower’s operations or any borrower’s property; and Seller has not foreclosed on a loan or taken over security in a manner that would result in liability under Environmental Laws, including but not limited to that it has taken “reasonable steps” to divest itself of any such properties at the earliest practicable, commercially reasonable time, on commercially reasonable terms.

     (3) Except as set forth in Schedule 9(e) of the Seller Disclosure Schedule, there are no legal, administrative, arbitration or other proceedings, lawsuits, notices of violations, claims, actions, causes of action, environmental investigations or remediation activities, private or governmental, of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on the Seller of any liability or obligation under any Applicable Environmental Laws, pending or, to the Knowledge of the Seller, threatened against the Seller. To the Knowledge of the Seller, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation on the Seller. Neither the Seller nor the

Premises is subject to any agreement, order, award, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency, arbitrator, or third party imposing any unsatisfied liability or unmet obligation pursuant to or under any Applicable Environmental Laws.

     (f) Loans .

     (1) All Loans have been made and maintained (including the risk rating of the Loans) in the ordinary course of business, in accordance with Seller’s customary lending standards and written loan policies and in compliance with all applicable Legal Requirements. No Loan is usurious and each Loan either meets or is exempt from any usury laws or regulations. With respect to the Loans, Seller has complied in all material respects with any applicable federal or state laws, regulations or other requirements on consumer credit, equal credit opportunity and truth-in-lending.

     (2) Seller’s loan files for the Loans (the “ Loan Files ”) contain all originally executed notes, leases and other evidences of any indebtedness, including without limitation all originally executed loan agreements, loan participation agreements and certificates, control agreements, security agreements, mortgages, guarantees, UCC financing statements and similar documents evidencing collateral or other financial accommodations relating to the Loans (the “ Loan Documents ”). The Loan Files accurately reflect the payment history through the applicable date thereof, the outstanding balance of the Loan, as of the date indicated therein, and all receipts pertaining to the Loan, from the Obligor(s) thereof and all credits to which such Obligor(s) are entitled as of the date indicated therein.

     (3) No taxes or other liability of Seller shall accrue against or be collected from Buyer out of any Loan by reason of the purchase thereof by Buyer. Seller has paid or caused to be paid any and all license, franchise, intangible, stamp or other tax or fee due and owing to any state where a Loan originated, or any political subdivision thereof, arising from or relating to the acquisition, collection or holding of any Loan by the Seller.

     (4) Neither Seller nor any of its agents, officers, employees or representatives has been guilty of any civil or criminal fraud with respect to the creation of any Loan or with respect to the transfer, assignment and sale of the same to Buyer hereunder.

     (5) No Loan is (i) thirty (30) days or more past due in the payment of any required principal or interest, (ii) on non-accrual status, (iii) classified, or (iv) otherwise an Excepted Loan. All Loan Documents are correct in amount. To the Knowledge of Seller, the Loan Documents contain genuine signatures of the parties thereto, including, but not limited to makers and endorsers and of Seller. The Loan Documents are supported by adequate consideration and are enforceable by Buyer or its successors and assigns in accordance with their respective terms (except as such enforceability may be limited by bankruptcy or

creditors’ relief laws of general application), represent the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such Person referred to as an “ Obligor ”) thereunder, and are evidenced by legal, valid and binding instruments executed by the Obligor, each of which at the time of such execution had, to the Knowledge of Seller, capacity to contract, and none of the obligations represented by the Loan Documents have been modified, subordinated, altered, forgiven, discharged or otherwise disposed of except as indicated by the Loan Documents and contained among the Loan Files, as applicable, or as a result of bankruptcy or other debtor’s relief laws of general application. No Obligor has any right of rescission pursuant to the Truth in Lending Act or other Legal Requirement which has not expired or otherwise terminated. To the Knowledge of Seller, no maker, signatory or guarantor on any Loan is in bankruptcy and none of the Loans are subject to any offsets or claims of offset, or claims of other liability on the part of Seller.

     (6) Except for FHA loans, no Loans have been sold subject to an agreement to repurchase.

     (7) The servicing practices of Seller used with respect to the Loans have been prudent, safe and sound servicing practices and consistent with commercially reasonable practices in the industry and have been in compliance in all material respects with all Legal Requirements.

     (8) No borrower, customer or other party in connection with the Loans has notified Seller, or has asserted against Seller, in each case in writing, any “lender liability” or similar claim.

     (9) Except as set forth on Schedule 9(f) of the Seller Disclosure Schedule, the Seller has made no commitment to make or modify the terms and conditions of any Loan other than as set forth in the Loan Files. Except as set forth on Schedule 9(f) of the Seller Disclosure Schedule, no Obligor under any Loan is entitled to any further advances of loan proceeds. As of the Closing, no Loan is cross-collateralized with any other loan. Any insurance with respect to any Loan is in full force and effect and Seller has complied with all applicable provisions of any insurance contract or applicable Legal Requirement with respect to such insurance.

     (10) With respect to any Loan secured by real property:

     (11) The Seller has properly perfected or caused to be properly perfected valid and enforceable security interests, liens, or other interests in any collateral securing the Loans, as applicable, and such proper perfection continues to be in effect, such security interests, liens, or other interests are assignable and have the priority reflected in the Seller’s books and records and each such Loan contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral securing such Loan.

     (12) The Seller and any other party that held any of the Loans were, at all times during which the holder held the Loan, as applicable, authorized to transact business in the jurisdiction where any real property securing the applicable Loan is located. However, if Seller or any other party that held a Loan was not authorized to do business in the jurisdiction where any real property securing an applicable Loan is located, then Seller represents and warrants that none of the following activities of Seller or other parties constituted doing business in that jurisdiction: lending the mortgage funds,

acquiring the Loan, holding the Loan, or transferring the Loan in whole or to the extent of a participation interest. The Seller is the sole owner and holder of the Loans, has all power and authority to hold the Loans and has good and marketable title to the Loans free and clear of any Lien other than Permitted Liens. The Seller has the requisite power and authority to sell and assign the Loans to Buyer as contemplated hereby and Seller’s right to sell and assign is not subject to any other party’s interest or to an agreement with any other party.

     (g) Deposit Liabilities . The Deposit Liabilities are genuine and enforceable obligations of Seller and have been originated or extended and administered in all material respects in compliance with the documents governing the relevant type of Deposit Liabilities and all Legal Requirements, including without limitation, the Truth in Savings Act and regulations promulgated thereunder. The Deposit Liabilities are insured by the FDIC through the Deposit Insurance Fund to the fullest extent provided for by applicable Legal Requirement and all premiums and assessments required to be paid in connection with such insurance have been paid when due. All interest has been properly accrued on the Deposit Liabilities and Seller’s records accurately reflect such accrual of interest. Except as set forth on Schedule 9(g) of the Seller Disclosure Schedule, Seller does not have any Knowledge of any loss or potential loss of any material business or customers related to the Loans or the Deposit Liabilities.

     (h) Branch Business .

     (1) The business at the Branches has been conducted in material compliance with Seller’s policies and procedures and in material compliance with all Legal Requirements.

     (2) Except as set forth on Schedule 9(h) of the Seller Disclosure Schedule, there are no Legal Proceedings or Orders entered, promulgated or pending, or, to the Knowledge of Seller, threatened, against or affecting the Assets, Liabilities, or any of the Branches, or the business conducted by Seller at any of the Branches, at law or in equity or otherwise, and there are no unsatisfied judgments of record against Seller. Except as set forth on Schedule 9(h) of the Seller Disclosure Schedule, there are no obligations or liabilities (whether or not accrued, contingent or otherwise) or, to the Knowledge of Seller, facts or circumstances that would reasonably be expected to result in any claims against or obligations or liabilities of Seller with respect to the Branches, the Assets or Liabilities.

     (i) Regulatory Approval; Regulatory Agreement .

     (1) Except as set forth on Schedule 9(i)(1) of the Seller Disclosure Schedule, there are no pending, or, to the Knowledge of Seller, threatened, Legal Proceedings involving Seller Parent or Seller pending before any Governmental Entity that would reasonably be expected to (a) have the effect of hindering or delaying the Closing, (b) affect the ability of the parties hereto to consummate the transactions contemplated hererby, or (c) impose restrictions,

limitations or obligations on the Assets, Liabilities, Branches or the conduct of the business by Buyer at the Branches following the Closing.

     (2) Neither Seller Parent nor Seller has received any indication from any Governmental Entity that such Governmental Entity would oppose or refuse regulatory approval regarding the execution of this Agreement by Seller Parent and Seller and the consummation of the transactions contemplated herein by Seller Parent and Seller, and to the Knowledge of Seller there is no reason relating to Seller or Seller Parent for any such opposition or approval.

     (3) Except as set forth on Schedule 9(i)(3) of the Seller Disclosure Schedule, neither Seller nor Seller Parent is subject to any cease-and-desist or other order issued by, or a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any order or written directive by, or been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Governmental Entity (each of the foregoing, a “ Regulatory Agreement ”), nor has the Seller been advised in writing by any Governmental Entity that it is considering issuing or requesting any Regulatory Agreement that, in each case, would reasonably be expected to (a) have the effect of hindering or delaying the Closing, (b) affect the ability of the parties hereto to consummate the transactions contemplated hereby, or (c) impose restrictions, limitations or obligations on the Assets, Liabilities, Branches or the conduct of the business by Buyer at the Branches following the Closing. The Regulatory Agreements set forth on Schedule 9(i)(3) of the Seller Disclosure Schedule remain in full force and effect as of the date hereof.

     (4) Seller has been in compliance and continues to be in material compliance as of the date hereof with the Regulatory Agreements set forth on Schedule 9(i)(3) of the Seller Disclosure Schedule.

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

     (k) No Conflict . The execution, delivery and performance of this Agreement and any instruments and documents executed pursuant hereto by Seller do not, and will not:

     (1) violate any provision of the organizational documents of Seller,

     (2) subject to the receipt of all re