PURCHASE AND ASSUMPTION AGREEMENT

Assumption Agreement

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Title: PURCHASE AND ASSUMPTION AGREEMENT
Governing Law: Indiana Date: 4/28/2004
Industry: SandLs/Savings Banks Law Firm: Silver, Freedman & Taff, L.L.P. Sector: Financial

PURCHASE AND ASSUMPTION AGREEMENT

by and between

MFB FINANCIAL

SOBIESKI BANK,

and

SOBIESKI BANCORP, INC.

April 25, 2004

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<TABLE>

TABLE OF CONTENTS

ARTICLE I DEFINITIONS .........................................................1

Section 1.01 Definitions...........................................1

ARTICLE II TERMS OF PURCHASE...................................................6

Section 2.01 Assets................................................6

Section 2.02 Liabilities...........................................7

Section 2.03 Adjustments...........................................8

ARTICLE III TRANSFER OF ASSETS.................................................9

Section 3.01 Real Estate...........................................9

Section 3.02 Fixed Assets..........................................9

Section 3.03 Loans and AccountLoans................................9

Section 3.04 Liquid Assets.........................................9

Section 3.05 Accounts Receivable...................................10

Section 3.06 Cash on Hand..........................................10

Section 3.07 Records and Numbers...................................10

Section 3.08 Contracts.............................................10

Section 3.09 Prepaid Expenses......................................10

Section 3.10 Retirement Accounts...................................10

Section 3.11 Allocation............................................10

Section 3.12 Destruction of Property...............................11

ARTICLE IV CLOSING ............................................................11

Section 4.01 Closing Date..........................................11

Section 4.02 Closing Payment.......................................11

Section 4.03 Deliveries by Seller..................................11

Section 4.04 Deliveries by Buyer...................................11

ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER AND SOBIESKI................11

Section 5.01 Organization and Authority............................12

Section 5.02 Conflicts; Defaults...................................12

Section 5.03 Financial Information.................................12

Section 5.04 Absence of Changes....................................13

Section 5.05 Title to Properties...................................13

Section 5.06 Title to Assets Other Than Real Estate................13

Section 5.07 Loans.................................................13

Section 5.08 Residential and Commercial Mortgage Loans and Certain

Business Loans.......................................14

Section 5.09 Auto Receivables......................................17

Section 5.10 Unsecured Loans.......................................17

Section 5.11 Allowance.............................................17

Section 5.12 Investments...........................................18

Section 5.13 Deposits..............................................18

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Section 5.14 Account Loans.........................................19

Section 5.15 Contracts.............................................19

Section 5.16 Tax Matters...........................................20

Section 5.17 Employee Matters and ERISA............................20

Section 5.18 Environmental Matters.................................21

Section 5.19 No Undisclosed Liabilities............................21

Section 5.20 Litigation............................................21

Section 5.21 Performance of Obligations............................21

Section 5.22 Compliance with Law...................................22

Section 5.23 Brokerage.............................................22

Section 5.24 Interim Events........................................22

Section 5.25 Records...............................................22

Section 5.26 Insurance.............................................22

Section 5.27 Regulatory Enforcement Matters........................22

Section 5.28 Community Reinvestment Act............................22

Section 5.29 Regulatory Approvals..................................23

Section 5.30 Representations Regarding Financial Condition.........23

Section 5.31 Disclosure............................................23

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER.............................23

Section 6.01 Organization and Authority............................23

Section 6.02 Conflicts; Defaults...................................24

Section 6.03 Litigation............................................24

Section 6.04 Regulatory Approvals..................................24

Section 6.05 Community Reinvestment Act............................24

Section 6.06 Financial Ability.....................................24

Section 6.07 Financial Information.................................24

Section 6.08 Disclosure............................................25

ARTICLE VII COVENANTS .........................................................25

Section 7.01 Reasonable Best Efforts...............................25

Section 7.02 Shareholder Approval..................................25

Section 7.03 Proxy Statement.......................................25

Section 7.04 Press Releases........................................26

Section 7.05 Access to Records and Information; Personnel;

Customers............................................26

Section 7.06 Operation in Ordinary Course..........................27

Section 7.07 Acquisition Proposals.................................29

Section 7.08 Regulatory Applications...............................30

Section 7.09 Title Insurance and Surveys...........................30

Section 7.10 Environmental Reports.................................30

Section 7.11 Further Assurances....................................31

Section 7.12 Payment of Checks.....................................31

Section 7.13 Close of Business on Closing Date.....................32

Section 7.14 Supplemental Information; Disclosure Supplements......32

Section 7.15 Confidentiality of Records............................32

Section 7.16 Solicitation of Customers.............................32

Section 7.17 Installation/Conversion of Signage/Equipment..........33

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Section 7.18 Payment of Excluded Liabilities.......................33

Section 7.19 Interest Rates........................................33

Section 7.20 Seller's and Sobieski's Dissolution...................33

Section 7.21 Escrow Account........................................34

Section 7.22 Maintenance of Records by Buyer.......................34

Section 7.23 Financing.............................................34

Section 7.24 Sobieski Real Estate..................................34

Section 7.25 Servicing of Loans....................................34

Section 7.26 Irregular Loans.......................................34

ARTICLE VIII EMPLOYEES ........................................................34

Section 8.01 Employees.............................................34

Section 8.02 Employment Contracts and Employee Benefit Plans.......36

Section 8.03 Employee Documents....................................37

Section 8.04 Compliance with COBRA.................................37

ARTICLE IX CONDITIONS TO CLOSING...............................................37

Section 9.01 Conditions to the Obligations of Seller...............37

Section 9.02 Conditions to the Obligations of Buyer................38

Section 9.03 Condition to the Obligations of Seller and Buyer......42

ARTICLE X INDEMNIFICATION ....................................................42

Section 10.01 Indemnification by Seller and Sobieski................42

Section 10.02 Indemnification by Buyer..............................43

ARTICLE XI TERMINATION .......................................................44

Section 11.01 Termination...........................................44

Section 11.02 Effect of Termination and Abandonment.................45

Section 11.03 Liquidated Damages....................................45

ARTICLE XII OTHER AGREEMENTS...................................................45

Section 12.01 Holds and Stop Payment Orders.........................45

Section 12.02 ACH Items and Recurring Debits........................45

Section 12.03 Withholding...........................................46

Section 12.04 Retirement Accounts...................................46

Section 12.05 Interest Reporting....................................46

Section 12.06 Notices to Depositors.................................47

Section 12.07 Card Processing and Overdraft Coverage................47

Section 12.08 Taxpayer Information..................................47

ARTICLE XIII GENERAL PROVISIONS................................................48

Section 13.01 Attorneys' Fees.......................................48

Section 13.02 No Third Party Beneficiaries..........................48

Section 13.03 Notices...............................................48

Section 13.04 Assignment............................................49

Section 13.05 Successors and Assigns................................49

Section 13.06 Governing Law.........................................49

iii

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Section 13.07 Entire Agreement......................................49

Section 13.08 Headings..............................................49

Section 13.09 Severability..........................................49

Section 13.10 Waiver................................................49

Section 13.11 Counterparts..........................................49

Section 13.12 Force Majeure.........................................49

Section 13.13 Schedules.............................................50

Section 13.14 Knowledge.............................................50

Section 13.15 Survival..............................................50

Section 13.16 Transfer Charges and Assessments......................50

Exhibit A Account Loans

Exhibit B Contracts

Exhibit C Fixed Assets

Exhibit D Liquid Assets

Exhibit E Loans Schedules

Exhibit E-1 Certain Loans

Exhibit F Excluded Assets

Exhibit G Prepaid Expenses

Exhibit H Real Estate

Exhibit I Allowance

Exhibit 2.02(a) Assignment and Assumption Agreement

Exhibit 3.01(a) Form of Corporate Warranty Deed

Exhibit 3.01(b) Form of Vendor's Affidavit

Exhibit 3.02(a) Bill of Sale and Assignment

Exhibit 3.10 Retirement Account Transfer Agreement

Exhibit 5.03 Sobieski's Financial Statements for the Three Months Ended

March 31, 2004

Exhibit 5.13(b) Deposits

Exhibit 5.20 Litigation

Exhibit 8.01(g) Termination and Release Agreement

Exhibit 8.01(g)-1 Accrued but Unpaid Salary and Vacation

Exhibit 9.01(c)(6) Legal Opinion of Barnes & Thornburg, LLP

Exhibit 9.02(d)(7) Legal Opinion of Silver, Freedman & Taff, L.L.P.

Exhibit 9.02(d)(15) Limited Power of Attorney

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PURCHASE AND ASSUMPTION AGREEMENT

This Purchase and Assumption Agreement ("Agreement") is made and entered

into as of this 25th day of April, 2004, by and between Sobieski Bank

("Seller"), a federal savings association organized under the laws of the United

States of America and having its home office in South Bend, Indiana, MFB

Financial ("Buyer"), a federal savings bank organized under the laws of the

United States of America and having its home office in Mishawaka, Indiana, and

Sobieski Bancorp, Inc. ("Sobieski"), a Delaware corporation.

RECITALS

WHEREAS, Buyer desires to acquire certain assets and assume certain

liabilities of Seller and Seller desires to transfer to Buyer such assets and

liabilities, all as described in more detail below (the "Transaction");

WHEREAS, Buyer desires to operate the Home Office (as defined below) and

Branch Offices (as defined below) of Seller as branches of Buyer;

NOW THEREFORE, for and in consideration of the premises and the mutual

agreements, representations, warranties and covenants herein contained, the

parties, intending to be bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. In addition to the terms defined elsewhere in

this Agreement, as used herein, the following terms have the definitions

indicated:

"ACH Items" means automated clearing house debits and credits including

social security payments, federal recurring payments, and other payments debited

and/or credited to or from Deposit accounts pursuant to arrangements between the

owner of the account and third party initiating the credits or debits.

"APY" means Annual Percentage Yield as defined in Regulation DD, i.e., the

total interest earned on a deposit, based on the interest rate and the frequency

of compounding for a 365 day period, and expressed as a percentage.

"APYE" means Annual Percentage Yield Earned as defined in Regulation DD.

"Account Loans" are those savings account loans and NOW, checking and other

transaction account lines of credit associated with Deposits domiciled at the

Home Office and the Branch Offices which consist of (i) all loans secured solely

by Deposits, if any, and (ii) any overdraft, checking balances or checking

account line of credit loan balances, if any, together in each case with all

Accrued Interest. The Account Loans as of March 31, 2004 are set forth on

Exhibit A.

"Accounts Receivable" means all accounts receivable reflected on Seller's

books and records as of the close of business on the Closing Date, other than

those which are part of the

<PAGE>

Excluded Assets.

"Accrued Interest" on any Account Loans or Loans means interest that is

accrued but not received through the close of business on the Closing Date and

on Deposits means interest that is accrued but unposted through the close of

business on the Closing Date.

"Affiliate" of a party means any person, partnership, corporation,

association or other legal entity directly or indirectly controlling, controlled

by, or under common control with that party.

"Allowance" means the specific and general reserves applicable to the Loans

as determined by Seller in accordance with GAAP. Such Allowance as of December

31, 2003 with respect to each Loan is set forth on the SB Allowance for Loan and

Lease Loss Summary (and related Schedules A, B and C) attached hereto as Exhibit

"Assets" means the Liquid Assets, Accounts Receivable, Real Estate, Fixed

Assets, the Account Loans, the Loans, the Loan Documents, the Contracts, the

Cash on Hand, the Records, the Safe Deposit Boxes, the Prepaid Expenses, and the

Numbers.

"Auto Receivable" means a Loan or installment sale contract arising from

the purchase of, and secured by, an automobile or light-duty vehicle.

"Branch Offices" means the branch offices of Seller located at 740 S.

Walnut, South Bend, Indiana 46619 and at 23761 W. Western Ave. (SR2), South

Bend, Indiana 46619.

"Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday, or

Friday that is not a federal or Indiana state holiday generally recognized by

federal savings associations.

"Business Loan" means a term or revolving Loan to a commercial enterprise

secured by personal property or a mixture of real and personal property, or

unsecured.

"Cash on Hand" means all petty cash, vault cash, and teller cash located at

the Home Office and the Branch Offices.

"Claims" means all rights, claims, demands and causes of action of Seller

against third parties other than those relating to the Assets and the

Liabilities acquired or assumed by Buyer.

"Closing" and "Closing Date" shall have the meanings assigned to them in

Section 4.01 of the Agreement.

"Collection Account" means any account domiciled at the Home Office and

Branch Offices through which Seller accepts payments or deposits for credit or

deposit to another account domiciled at the Home Office and Branch Offices.

"Construction Loan" means a Loan, the proceeds of which are intended to be

used substantially to finance the construction of improvements on real property.

"Contracts" means the service and maintenance agreements, leases of

personal and real

<PAGE>

property, data processing agreements, loan, pledge and security agreements

relating to borrowings by Seller (other than from Sobieski), and any other

agreements, licenses and permits to which Seller is a party listed on Exhibit B

hereto; provided, however, that such contracts shall not include (1) any

"employee benefit plans" as defined in Section 3(3) of ERISA maintained,

administered or contributed to or by Seller or employment agreements to which

the Seller is a party, including without limitation, the Sobieski Bancorp, Inc.

Employee Stock Ownership Plan and Trust (the "Sobieski ESOP"), the Sobieski Bank

of South Bend Savings Plan, the Sobieski Bank Indiana Financial Institutions

Trust, any agreement relating to the Supplemental Executive Retirement Plan (the

"SERPs"), the Fee Continuation Plan for Retired Directors (the "Fee Plan"), the

Employment Agreement between Seller and Steven C. Watts, the Agreement and

General Release with Thomas F. Gruber, (2) the Intrieve Master Agreement and

related agreements, or (3) any insurance policies owned by Seller (collectively,

the "Excluded Contracts"). All Excluded Contracts shall be retained by Seller

and Buyer assumes no responsibility or liability with respect thereto.

"Deposit or Deposits" means a deposit or deposits as defined in Section

3(l)(1) of the Federal Deposit Insurance Act ("FDIA") as amended, 12 U.S.C.

Section 1813(l)(1), including without limitation the aggregate balances of all

savings accounts with positive balances domiciled at the Home Office and Branch

Offices, including accounts accessible by negotiable orders of withdrawal ("NOW"

accounts), other demand instruments, Retirement Accounts, and all other accounts

and deposits, together with Accrued Interest thereon, if any.

"Encumbrances" means all mortgages, claims, charges, liens, encumbrances,

easements, restrictions, options, pledges, calls, commitments, security

interests, conditional sales agreements, title retention agreements, leases, and

other restrictions of any kind whatsoever.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended.

"Excluded Assets," including those assets listed on Exhibit F hereto, are

defined in Section 2.01(c).

"Excluded Liabilities" are defined in Section 2.02(e).

"FDIC" means the Federal Deposit Insurance Corporation.

"FHLB" means the Federal Home Loan Bank of Indianapolis.

"Fed Funds Rate" means the rate for that day set forth opposite the caption

"Federal Fund (Effective)" in the daily statistical release designated as

"Composite 3:30 p.m. Quotations for U.S. Government Securities," or any

successor publication, published by the Federal Reserve Bank of New York.

"Fixed Assets" means all furniture, equipment, trade fixtures, ATMs, office

supplies, sales material, and other tangible personal property owned or leased

by Seller, located in or upon the Home Office and Branch Offices, and described

on Exhibit C hereto.

"GAAP" means generally accepted accounting principles consistently applied

by Seller.

<PAGE>

"Home Equity Loan" means a closed-end or revolving Residential Mortgage

Loan secured by a Mortgage with no lower priority than a second priority on the

applicable Mortgaged Property.

"Home Office" means the home office of Seller located at 2930 W. Cleveland

Road, South Bend, Indiana 46628.

"IRA" means Individual Retirement Account.

"IRS" means Internal Revenue Service.

"Liabilities" means the liabilities defined in Section 2.02 hereof.

"Liquid Assets" means all cash, cash equivalents, bonds and other

investment securities (including FHLB stock) owned by Seller on the Closing

Date, other than proceeds or earnings relating to the Excluded Assets. A list of

such securities, bank accounts, cash management and time accounts at the FHLB,

and bonds owned as of March 31, 2004 (including the book value thereof), is set

forth in Exhibit D hereto.

"Liquidation" means the voluntary liquidation of Seller and Sobieski.

"Loan" and "Loans" means all the loans owned by Seller (other than Account

Loans and loans included in the Excluded Assets), each of which is either a

Construction Loan, a Residential Mortgage Loan, a Commercial Mortgage Loan, an

Auto Receivable, a Business Loan or an Unsecured Loan, the Allowance maintained

by Seller with respect to the Loans as of the close of business on the Closing

Date, and all retained rights of Seller to service previously originated and

sold loans. The Loans as of March 31, 2004 (inclusive of those set forth on

Exhibit E-1) are described more fully in Exhibit E hereto (also known as the

"Loan Schedules").

"Loan Debtor" and "Loan Debtors" means an obligor or guarantor, including a

third party pledgor, with respect to the Loan Documents relating to a Loan.

"Loan Documents" mean, with respect to each Loan or Account Loan, the

constituent documents relating thereto, including, without limitation, the loan

application, appraisal report, title insurance policy, promissory note, deed of

trust, loan agreement, security agreement, and guarantee, if any.

"Material Adverse Effect" is defined in Section 5.04 hereof.

"Mortgage" means a mortgage or deed of trust encumbering real property and,

if applicable, fixtures and securing the obligations of a Loan Debtor with

respect to a Loan.

"Mortgaged Property" means real property encumbered by a Mortgage.

"Numbers" means the telephone and facsimile numbers associated with the

Home Office and the Branch Offices and the routing number 271274186 of the

Seller used in connection with Deposits, upon approval from the Board of

Governors of the Federal Reserve System ("FRB") of the transfer of this number

to Buyer under the name MFB Financial.

<PAGE>

"OREO" shall mean other real estate owned, as such real estate is

classified on the books of Seller.

"OTS" means the Office of Thrift Supervision.

"Prepaid Expenses" means the prepaid expenses recorded or reflected on the

books of Seller at the close of business on the Closing Date (including, without

limitation, prepaid FDIC deposit premiums relating to the Deposits), but

excluding any prepaid insurance listed or described on Exhibit G hereto.

"Purchase Price" is defined in Section 2.01(b) hereof.

"Purchase Price Reductions" means the difference between the book value,

net of reserves, as of January 31, 2004, and the agreed upon purchase price for

all Loans or groups of Loans as set forth on Exhibit E-1 under the heading

"Purchase Price Reductions" on that Exhibit E-1.

"Real Estate" means the real estate, buildings and fixtures owned by Seller

as of the date hereof described in Exhibit H attached hereto, upon and at which

are located the Home Office and the Branch Offices.

"Records" means (i) all open records and original documents, located at the

Home Office and the Branch Offices or in centralized servicing areas pertaining

to the Account Loans, the Loans, Collection Accounts, Safe Deposit Boxes, or

Deposits all of which shall comply with all applicable laws, regulations, rules,

and business practices with respect to the Account Loans, Loans, Collection

Accounts, Safe Deposit Boxes, and Deposits acquired from Seller pursuant to this

Agreement; and (ii) an account history of all accounts related to Deposits,

Account Loans, Loans, Cash on Hand, Liquid Assets, and Safe Deposit Boxes.

Records includes but is not limited to signature cards, customer cards, customer

statements, legal files, pending files, all open account agreements, Account

Loan agreements, Retirement Account agreements, Safe Deposit Box records, and

computer records.

"Recoveries" means all principal payments received on each Loan set forth

on Exhibit E-1 from January 31, 2004 through the Closing Date.

"Recurring Debit" means payments made directly from a Deposit account to a

third party on a regularly scheduled basis pursuant to arrangements between the

owner of the account and the third party receiving the payments directly.

"Residential Mortgage Loan" means a Loan secured by a Mortgage on one-to

four-unit residential real estate.

"Retirement Accounts" means any Deposit account, generally known as IRAs,

Keoghs or SEPs, maintained by a customer for the stated purpose of the

accumulation of funds to be drawn upon at retirement.

"Safe Deposit Boxes" means all right, title and interest of Seller in and

to any safe deposit business conducted at the Home Office or the Branch Offices

as of the close of business

<PAGE>

on the Closing Date.

"SAIF" means the Savings Association Insurance Fund of the Federal Deposit

Insurance Corporation.

"TIN" means Taxpayer Identification Number.

"Transactions" means the Purchase and Transfer contemplated by Articles II

and III and the Liquidation.

"Unfunded Commitment" means the commitment of Seller to fund additional

advances under any Loan, Account Loan or under any new unfunded Loan commitment

on and after the Closing Date.

"Unsecured Loan" means a loan which is not secured by assets of the Loan

Debtor or Loan Debtors or any third party.

"Walnut Branch" is defined in Section 7.10 hereof.

ARTICLE II

TERMS OF PURCHASE

Section 2.01 Assets.

(a) Purchase and Sale. At the Closing and subject to the terms and

conditions set forth in this Agreement, Seller shall sell, convey, assign,

and transfer to Buyer and Buyer shall purchase and acquire from Seller all

of Seller's right, title, and interest in and to the Assets.

(b) Purchase Price. In consideration for the Assets acquired by Buyer

under this Agreement, Buyer shall pay in cash to Seller an amount equal to

$1,026,682 plus, as to any individual Loan on Exhibit E-1, a portion of the

Purchase Price Reductions set forth on Exhibit E-1 determined by

multiplying the Purchase Price Reductions with respect to such Loan times a

number (not in excess of one (1)) equal to the Recoveries with respect to

such Loan divided by the book value, before the Purchase Price Reductions

as shown on Exhibit E-1, of such Loan as of January 31, 2004, minus (1) the

positive difference, if any, between the cash surrender value of the

insurance policies purchased to provide benefits from which to satisfy

obligations of Seller under the SERPs and under the Fee Plan and the amount

of liability accrued for the SERPs and the Fee Plan as of close of business

on the Closing Date, all as prescribed by GAAP, minus (2) the book value of

any prepaid insurance on Seller's books as of the close of business on the

Closing Date; and minus (3) any contributions made by Seller to the

Sobieski ESOP between the date hereof and the Closing Date, and Buyer shall

assume the Liabilities described in Section 2.02 hereof (the "Purchase

Price") on the Closing Date. To the extent any Loan is converted to OREO

between the date hereof and the Closing Date, such OREO shall not be

purchased by Buyer and the Purchase Price shall be reduced by the book

value of any such converted Loan at the time the real estate securing the

Loan becomes OREO, net of the Allowance established with respect to such

Loan as of March

<PAGE>

31, 2004. With respect to the groups of loans set forth on Exhibit E-1, as

of the Closing Date the parties shall determine the dollar amount of the

Purchase Price Reductions applicable to those groups (based on increases or

decreases in the Loans in those categories after the date hereof) and

applying the same percentages used to compute the Purchase Price Reductions

for those categories of Loans set forth on Exhibit E-1. To the extent that

amount of Purchase Price Reductions exceeds the amount set forth on Exhibit

E-1 for such categories of Loans, the Purchase Price shall be reduced. To

the extent that amount of Purchase Price Reductions is less than the amount

set forth on Exhibit E-1, for such categories of Loans, the Purchase Price

shall be increased. If the Purchase Price calculated under this Section

2.01(b) is negative, Seller shall pay in cash to Buyer such amount at the

Closing.

retain, and Buyer shall not acquire, any right or interest in any of the

following assets: (i) the loans, accounts receivable, other assets and OREO

as of January 31, 2004 listed on Exhibit F; (ii) Loans that are converted

to OREO between the date hereof and the Closing Date; (iii) insurance

policies including, without limitation, the cash surrender value thereof,

prepaids, refunds and other entitlements relative thereto; (iv) the Claims;

(v) the real estate, buildings and fixtures for the Walnut Branch to the

extent such real estate is not purchased by Buyer at the Closing pursuant

to Section 7.10 hereof; and (vi) the proceeds, earnings and reinvestments

relating to items (i)-(iv) for which separate accounts are and will be

maintained by Seller inclusive of $546,797 contained therein as of March

31, 2004 (collectively, the "Excluded Assets").

Section 2.02 Liabilities. Subject to the terms and conditions of this

Agreement, Buyer, on the Closing Date, shall assume and agree to pay, discharge

and perform when lawfully due, the following obligations debts and liabilities

(the "Liabilities").

(a) Deposits and Contracts. Each liability for the payment and

performance of Seller's obligations on the Deposits and the Contracts in

accordance with the terms of such Deposits and Contracts in effect on the

Closing Date, pursuant to the form of Assignment and Assumption Agreement

attached to this Agreement as Exhibit 2.02(a).

(b) Assumption of Loans and Account Loans. Subject to the terms and

conditions hereof, on the Closing Date, Buyer shall assume all obligations

and duties of Seller under and pursuant to the Loan Documents, including,

without limitation, the obligation to fund Unfunded Commitments, pursuant

to the Assignment and Assumption Agreement attached hereto as Exhibit

2.02(a).

liability, and obligation of Seller as to which Seller is not in default on

the Closing Date set forth or disclosed in the Sobieski Financial

Statements (as defined in Section 5.03 hereof) to the extent such

obligations remain unpaid on the Closing Date, including without

limitation, the Seller's obligations to the FHLB, and obligations under

related pledge and security agreements, other than any obligations with

respect to the Excluded Contracts and other than Excluded Liabilities.

<PAGE>

(d) Ordinary Course Obligations. Each other legally enforceable

obligation of Seller as to which Seller is not in default on the Closing

Date incurred by Seller in the ordinary, regular and usual course of

Seller's business from December 31, 2003 through the Closing Date, other

than any obligations with respect to Excluded Contracts and other than

Excluded Liabilities.

(e) Excluded Liabilities. It is understood and agreed that Buyer shall

not assume or be liable for (1) any contingent debts, obligations, or

liabilities of Seller of any kind and nature whatsoever with respect to

actions prior to or after the Closing Date, other than the Contracts,

including, but not limited to, any losses or liabilities due to or arising

from forgery, fraud, defalcation, or any other improper act or omission,

any tax or debt, any liability for unfair labor practices (such as wrongful

termination or employment discrimination), any liability or obligation of

Seller arising out of any threatened or pending litigation including

without limitation the litigation described in the Seller's Disclosure

Schedule, any liability with respect to personal injury or property damage

claims, and any liability arising under Environmental Laws with respect to

the Excluded Assets, (2) any expenses and liabilities of Seller resulting

from the negotiation or consummation of this Agreement or the Transactions,

including, without limitation, fees and expenses of counsel, accountants,

investment bankers and any printing, proxy solicitation or mailing expenses

relating to the Proxy Statement (as defined in Section 7.03 hereof), (3)

any liabilities of Seller for federal, state, county or local income taxes

on the Purchase Price, (4) any obligations of Seller or the Sobieski ESOP

to Sobieski which obligations total $193,200 as of March 31, 2004, (5) any

debt, liability or obligation of Seller arising after the Closing Date

(other than those relating to the Liabilities), including any liabilities

that may relate to actions of Seller prior to the Closing Date, or (6) any

liability or obligation under the Excluded Contracts (collectively, the

"Excluded Liabilities").

Section 2.03 Adjustments. It is understood that the books and records of

the Seller may not be complete as of the Closing Date and that the exact amount

of Recoveries, prepaid insurance, and other amounts comprising the Purchase

Price may not have been included therein as of the Closing Date because items

were not posted on the Closing Date, or for other reasons complete information

with respect to such items was not otherwise available. The Purchase Price to be

paid at Closing will be calculated as accurately as possible at the Closing Date

based on the information then available. Within ten (10) days after the Closing

Date, the Seller and the Buyer shall prepare a closing statement setting forth

the payment required pursuant to Section 2.01(b) of this Agreement based on the

complete information which should be available and the final posting of items

which shall have occurred by such date. Each party shall provide the other party

full access to its books and records to enable the other party to verify the

final calculation of the Purchase Price. Within five (5) days after agreement by

Buyer and Seller as to this final closing statement, the Buyer shall pay to the

Seller or the Seller shall pay to the Buyer, as appropriate, the difference

between the amount paid on the Closing Date and the amount required to be paid

pursuant to the closing statement, with interest thereon from the Closing Date

to the date of payment at the Fed Funds Rate.

<PAGE>

ARTICLE III

TRANSFER OF ASSETS

Subject to the terms and conditions of this Agreement, on and as of the

Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the

Assets as described in Section 3.01 through Section 3.10 of this Article III.

Section 3.01 Real Estate. All of Seller's right, title and interest on the

Closing Date in and to the Real Estate, together with all of Seller's rights in

and to all improvements thereon, and all easements associated therewith, which

Real Estate shall be conveyed in an "AS IS" condition. Seller shall cause

Corporate Warranty Deeds and Vendor's Affidavits in the form of Exhibit 3.01 (a)

and (b) to be delivered to Buyer on the Closing Date with respect to the Real

Estate to effect such transfer.

Section 3.02 Fixed Assets.

(a) Seller is the lawful owner or lessee of the Fixed Assets, and on

the Closing Date, Seller will assign to Buyer all right, title, and

interest in and to the Fixed Assets free and clear of all Encumbrances

other than the rights of lessors under leases. Seller shall cause a Bill of

Sale and Assignment of such property in the form of Exhibit 3.02(a) to be

delivered to Buyer on the Closing Date to effect such transfer.

(b) Exhibit C sets forth the Fixed Assets, including the tangible

personal property situated at the Home Office and the Branch Offices

including furniture, fixtures, equipment, and ATMs, which schedule

identifies each item of such personal property with reasonable

particularity, giving the net book value of such item on Seller's books and

describing any Encumbrances thereon. Seller hereby agrees that the personal

property to be delivered on the Closing Date shall be substantially the

same as the personal property set forth on Exhibit C, ordinary wear and

tear excepted provided, that in the event of material damage to the Fixed

Assets, Seller shall have the option to repair or replace such Fixed Assets

at Seller's sole cost and expense, resulting in a reduction in the Purchase

Price for such cost and expense with all insurance proceeds to be retained

by Seller as part of the Excluded Assets. Buyer hereby agrees that the

Fixed Assets shall be delivered by Seller to Buyer in "as-is" condition,

without representation and warranty of any kind except as otherwise

specifically set forth in this Agreement, and taking into account ordinary

wear and tear from the date of this Agreement through the Closing Date.

Seller shall assign to Buyer any manufacturer or supplier warranty covering

such Fixed Assets.

Section 3.03 Loans and Account Loans. All Loans and Account Loans as of the

close of business on the Closing Date, as reflected on the books and records of

Seller, including Accrued Interest thereon, shall be assigned to Buyer by Seller

as of the close of business on the Closing Date pursuant to the Assignment and

Assumption Agreement attached hereto as Exhibit 2.02(a).

Section 3.04 Liquid Assets. All Liquid Assets shall be assigned to Buyer by

Seller pursuant to the Bill of Sale and Assignment attached hereto as Exhibit

3.02(a) as of the close of business on the Closing Date.

<PAGE>

Section 3.05 Accounts Receivable. All Accounts Receivable of Seller shall

be transferred to Buyer pursuant to the Bill of Sale and Assignment attached as

Exhibit 3.02(a) hereof as of the close of business on the Closing Date.

Section 3.06 Cash on Hand. At the Closing, Seller agrees to execute an

assignment to Buyer effecting the transfer to Buyer of the Cash on Hand at the

Branch Offices and the Home Office as of the close of business on the Closing

Date, pursuant to the Bill of Sale and Assignment attached hereto as Exhibit

3.02(a).

Section 3.07 Records and Numbers. All Records related to the Assets

transferred or Liabilities assumed by Buyer hereunder and all Numbers shall be

delivered and assigned to Buyer as of the close of business on the Closing Date

pursuant to the Bill of Sale and Assignment attached hereto as Exhibit 3.02(a).

Section 3.08 Contracts. All of Seller's right, title and interest at the

close of business on the Closing Date in and to any Contracts of Seller pursuant

to the Assignment and Assumption Agreement attached hereto as Exhibit 2.02(a).

Section 3.09 Prepaid Expenses. All of Seller's right, title and interest as

of the close of business on the Closing Date in and to the Prepaid Expenses

pursuant to the Bill of Sale and Assignment attached hereto as Exhibit 3.02(a).

Section 3.10 Retirement Accounts. With regard to each Retirement Account

all of the Seller's right, title and interest in and to the related plan or

trustee arrangement, and in and to all assets held by Seller pursuant thereto,

pursuant to the Retirement Account Transfer Agreement attached hereto as Exhibit

3.10. Pursuant to the terms of such Transfer Agreement, Buyer agrees to assume

all of the fiduciary relationships of Seller arising out of any Retirement

Accounts assigned to Buyer pursuant to this Section 3.10, and with respect to

such accounts, Buyer shall assume all of the obligations and duties of Seller as

fiduciary and succeed to all such fiduciary relationships of Seller as fully and

to the same extent as if Buyer had originally acquired, incurred, or entered

into such fiduciary relationships. Notwithstanding anything in this Agreement to

the contrary, however, Buyer will not assume or be responsible for any act or

failure to act of Seller in connection with such Retirement Accounts on or prior

to the Closing Date.

Section 3.11 Allocation. The Buyer and Seller agree that the allocation of

the purchase price will be made based on the relative fair market value of the

assets and liabilities acquired, as required by Section 1060 of the Internal

Revenue Code of 1986, as amended, and agree to utilize such allocation for

federal income tax purposes. Such allocation will be consistently reflected by

each party on their federal income tax returns and similar documents, including,

but not limited to, Internal Revenue Service Form 8594. Neither party shall file

any document or assert any position that conflicts or is inconsistent with such

allocation, and each party agrees to inform the other promptly upon receipt of

any communication from (or forwarding any communication to) the Internal Revenue

Service relating to Form 8594. Each party shall cooperate fully with the other

in filing Form 8594.

<PAGE>

Section 3.12 Destruction of Property. Seller will give Buyer prompt written

notice of (a) any material fire or casualty on any of the Assets, and (b) any

actual or threatened condemnation of all or any part of any of the Real Estate.

Upon receipt of such notice, Buyer may, in its sole and exclusive discretion,

within fourteen (14) days of receipt of such notice, elect either to: (x) close

this transaction, excluding herefrom the personal property or real property in

question and deducting from the Purchase Price an amount equal to Seller's

financial reporting book value thereof; or (y) elect to close this transaction,

including therein the personal property or real property in question, in which

event Seller shall (i) assign, transfer and set over unto Buyer all right, title

and interest Seller has in and to any condemnation award, casualty award,

insurance policy, insurance payment, or any manner of payment whatever in any

way related to the condemnation or casualty, and (ii) in the event of a

casualty, extend Buyer a credit against the Purchase Price in the amount of any

deductible carried under any policy of insurance; provided, however, that in the

event of a material fire or casualty affecting any Branch Office or the Home

Office, Buyer may in its sole discretion, within fourteen (14) days of receipt

of such notice, elect to terminate this Agreement, in which event neither party

shall have any further liability or obligation to the other. For purposes hereof

a "material fire or casualty" is one which is reasonably estimated by Buyer to

cost more than ten thousand dollars ($10,000) to repair.

ARTICLE IV

CLOSING

Section 4.01 Closing Date. The closing ("Closing") under this Agreement

shall be held at such time and place as shall be mutually agreeable to the

parties, as promptly as practicable and no later than 10 days after the

fulfillment or waiver of all the terms and conditions contained in Article IX of

this Agreement.

The date on which the Closing is to be held is herein called the "Closing

Date." The Closing shall be deemed to occur at 11:59 p.m. Eastern Standard Time

on the Closing Date, and the Home Office and Branch Offices will close for

business at 3:00 p.m. Eastern Standard Time on the Closing Date.

Section 4.02 Closing Payment. The cash amount owed to Seller by Buyer

pursuant to Section 2.01(b) will be made by Buyer to Seller by wire transfer in

immediately available funds on the Closing Date; provided, however, that if the

Purchase Price is negative, Seller shall pay to Buyer such amount by wire

transfer in immediately available funds.

Section 4.03 Deliveries by Seller. At or prior to the Closing, Seller shall

deliver to Buyer the documents set forth in Section 9.02(d) of this Agreement.

Section 4.04 Deliveries by Buyer. At or prior to the Closing, Buyer shall

deliver to Seller the documents set forth in Section 9.01(c) of this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER AND SOBIESKI

On or prior to the date hereof, Seller and Sobieski have delivered to Buyer

a schedule ("Disclosure Schedule") setting forth, among other things, items the

disclosure of which is necessary or appropriate either (i) in response to an

express disclosure requirement contained in a

<PAGE>

provision hereof or (ii) as an exception to one or more representations or

warranties contained in this Article V or to one or more of Seller's covenants

contained in Article VII.

Seller and Sobieski jointly and severally represent and warrant to Buyer,

as follows:

Section 5.01 Organization and Authority. Seller is a federal savings

association duly organized, validly existing, and in good standing (to the

extent applicable) under the laws of the United States of America with full

power and authority to carry on its business as now being conducted and to own

and operate the properties which it owns and/or operates, including the Home

Office and the Branch Offices. Seller has no direct or indirect subsidiaries.

The execution, delivery, and performance by Seller and Sobieski of this

Agreement are within their corporate power and have been duly authorized by all

necessary corporate action on their part, except for the approval by Sobieski's

shareholders. This Agreement has been duly executed and delivered by Seller and

Sobieski and constitutes the valid and legally binding obligation of each of

them, enforceable against each of them in accordance with its terms, subject to

bankruptcy, receivership, insolvency, reorganization, moratorium or similar laws

affecting or relating to creditors' rights generally and subject to general

principles of equity.

Section 5.02 Conflicts; Defaults. Except as may be set forth in the

Disclosure Schedule, neither the execution and delivery of this Agreement by

Seller and Sobieski, nor the consummation of the Transactions will (i) conflict

with, result in the breach of, constitute a default under or accelerate the

performance required by, any order, law, regulation, contract, instrument or

commitment to which Seller or Sobieski is a party or by which it is bound, which

breach or default would have a material adverse effect on Seller's interests in

the Assets or the ability of Seller to consummate the transactions contemplated

hereby, (ii) violate the charter or bylaws of Seller or Sobieski, (iii) require

any consent, approval, authorization or filing under any law, regulation,

judgment, order, writ, decree, permit, license or agreement to which Seller or

Sobieski is a party, or (iv) require the consent or approval of any other party

to any material contract, instrument or commitment to which Seller or Sobieski

is a party, in each case other than any required OTS approval of the

Transactions and the approval by Sobieski's shareholders of this Agreement and

the Transactions.

Section 5.03 Financial Information. The consolidated balance sheets of

Sobieski as of June 30, 2003 and June 30, 2002, and related consolidated income

statements and statements of changes in shareholders' equity and of cash flows

for the two years ended June 30, 2003, together with the notes thereto, included

in Sobieski's Form 10-KSB for the fiscal year ended June 30, 2003, as currently

on file with the Securities and Exchange Commission ("SEC"), and the periodic

financial statements for the three months and the six months ended December 31,

2003, together with the notes thereto included in Sobieski's Form 10-QSB for the

quarter ended December 31, 2003 as currently on file with the SEC, and

Sobieski's periodic financial statements for the quarter ended March 31, 2004,

attached hereto as Exhibit 5.03 (collectively, the "Sobieski Financial

Statements"), copies of which have been provided to Buyer, have been prepared in

accordance with GAAP (except as may be disclosed therein, and in the case of

interim statements, for the absence of footnotes and normal year end adjustments

and except for any additional adjustments that may be required with respect to

the Excluded Assets described in Section 2.01(c)(i) hereof) and fairly present

in all material respects the consolidated financial position and the

consolidated results of operations, changes in shareholders' equity and cash

<PAGE>

flows of Sobieski as of the dates and for the periods indicated (except for any

additional adjustments that may be required with respect to the Excluded Assets

described in Section 2.10(c)(i) hereof). All filings made by Sobieski with the

SEC after the date hereof shall be true, accurate and complete in all material

respects as of the dates of such filings.

Section 5.04 Absence of Changes. Except as set forth in the Disclosure

Schedule, since March 31, 2004, no events or transactions have occurred which

have resulted in a Material Adverse Effect on Seller. For purposes of this

Agreement, "Material Adverse Effect" means any effect that is both material and

adverse to a party's operation or business other than (A) the effects of any

change attributable to or resulting from changes in economic conditions, laws,

regulations or accounting guidelines applicable to depository institutions

generally or in general levels of interest rates, (B) losses incurred on the

disposition of the Excluded Assets, (C) losses incurred in the ordinary course

of business, (D) run-off in Deposits or (E) employee terminations after

announcement of this Agreement.

Section 5.05 Title to Properties. Except as may be disclosed in the

Disclosure Schedule, (i) Seller has good, marketable and insurable title, free

and clear of all Encumbrances (except taxes which are a lien but not yet payable

and Encumbrances reflected in the Sobieski Financial Statements and easements,

rights-of-way, and other restrictions which do not have a Material Adverse

Effect on the Seller) to the Real Estate; (ii) all leasehold interests for any

material personal property used by Seller in its business are held pursuant to

valid lease agreements; and (iii) all such properties comply in all material

respects with all applicable private agreements, zoning requirements and other

governmental laws and regulations relating thereto and there are no condemnation

proceedings pending or, to the knowledge of Seller, threatened with respect to

such properties.

Section 5.06 Title to Assets Other Than Real Estate. Seller is the lawful

owner of and has good and marketable title to the Loans, Account Loans, Accounts

Receivable, Liquid Assets, Cash on Hand, Prepaid Expenses, the Fixed Assets

owned by it, and all Records, free and clear of all Encumbrances other than the

lien of the FHLB. Delivery to Buyer of the instruments of transfer of ownership

contemplated by this Agreement will vest in Buyer good and marketable title to

any Loans, Account Loans, the Fixed Assets owned by it, Accounts Receivable,

Liquid Assets, Cash on Hand, Prepaid Expenses, and all Records, free and clear

of all Encumbrances, other than the lien of the FHLB.

Section 5.07 Loans. Seller represents and warrants as to each Loan that,

except as may be set forth in the Disclosure Schedule:

(a) Seller is the sole owner and holder of the Loan and all servicing

rights relating thereto. The Loan is not assigned or pledged (other than to

the FHLB), and Seller has good and marketable title thereto. Seller has the

full right, subject to no interest or participation of, or agreement with,

any other party (other than to the FHLB), to sell and assign the Loan to

Buyer, free and clear of any right, claim or interest of any person or

entity (other than to the FHLB), and such sale and assignment to Buyer will

not impair the enforceability of the Loan.

<PAGE>

(b) Except for any Unfunded Commitment, the full principal amount of

the Loan has been advanced to the Loan Debtor, either by payment direct to

him or her, or by payment made on his or her approval, and there is no

requirement for future advances thereunder. The unpaid principal balance of

each Loan and the amount of the Unfunded Commitment in each case as of

March 31, 2004, is as stated on Exhibit E.

valid and binding obligation of the maker thereof. All parties to the Loan

Documents had legal capacity to enter into the Loan Documents and the Loan

Documents have been duly and properly executed by such parties.

(d) All federal, state and local laws and regulations affecting the

origination, administration and servicing of the Loans prior to the Closing

Date, including without limitation, truth-in-lending, real estate

settlement procedures, consumer credit protection, equal credit opportunity

and disclosure laws, have been complied with in all material respects.

Without limiting the generality of the foregoing, Seller has in all

material respects timely provided all disclosures, notices, estimates,

statements and other documents required to be provided to the Loan Debtor

under applicable law and has documented receipt of such disclosures,

estimates, statements and other documents as required by law and prudent

loan origination policies and procedures.

(e) The Loan Debtor has no rights of rescission, setoff,

counterclaims, or defenses to the Loan Documents, except such defenses

arising by virtue of bankruptcy, creditors rights laws, and general

principles of equity.

(f) Except as set forth on Exhibit E, as of the date hereof, (i) no

Loan is in default, nor, to Seller's knowledge, is there any event

applicable to a Loan where with the giving of notice or the passage of

time, would constitute a default; and (ii) no Loan is classified as

substandard, doubtful, or loss or is on non-accrual status.

(g) Seller has not modified such Loan or waived any material provision

of or default under such Loan or the related Loan Documents, except in

accordance with its customary loan administration policies and procedures.

Any such modification or waiver is in writing and is contained in the Loan

file.

(h) Seller has taken all actions to cause each Loan secured by

personal property to be perfected by a security interest having first

priority or such other priority as is required by the relevant loan

approval report for such Loan; and the collateral for each such Loan is

owned by the Loan Debtor, free and clear of any Encumbrance except for the

security interest in favor of Seller and any other Encumbrance expressly

permitted under the relevant loan approval report.

(i) The Loan Debtor is the owner of all collateral for such Loan.

Section 5.08 Residential and Commercial Mortgage Loans and Certain Business

Loans. Seller represents and warrants as to each Residential Mortgage Loan,

Commercial Mortgage Loan and Business Loan that is secured in whole or in part

by a Mortgage that:

<PAGE>

(a) The Mortgage is a valid first lien on the Mortgaged Property

securing the related Loan (or a subordinate lien if expressly permitted

under the relevant loan approval report), and the Mortgaged Property is

free and clear of all Encumbrances having priority over the first lien of

the Mortgage, except for liens for real estate taxes and special

assessments not yet due and payable, easements and restrictions of record,

and, in the case of a Home Equity Loan or a Mortgage securing a guarantee

of a Business Loan, the permitted lien of the senior mortgage or deed of

trust.

(b) The Mortgage contains customary provisions such as to render the

rights and remedies of the holder thereof adequate for the realization

against the Mortgaged Property of the benefits of the security provided

thereby, including, (i) in the case of a Mortgage designated as a deed of

trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.

taken in the ordinary course of business, Seller has not (i) satisfied,

canceled, or subordinated the Loan in whole or in part; (ii) released the

Mortgaged Property, in whole or in part, from the lien of the Loan or (iii)

executed any instrument of release, cancellation, modification, or

satisfaction.

(d) To Seller's knowledge, all taxes, government assessments,

insurance premiums, water, sewer, and municipal charges, and leasehold

payments which previously became due and owing have been paid, or an escrow

payment has been established in an amount sufficient to pay for every such

item which remains unpaid. Seller has not advanced funds, or induced,

solicited, or knowingly received any advance of funds by a party other than

the Loan Debtor.

(e) To Seller's knowledge, there is no proceeding pending for the

total or partial condemnation of the Mortgaged Property and the Mortgaged

Property is undamaged by waste, earth movement, fire, flood, windstorm,

earthquake, or other casualty.

(f) To Seller's knowledge, the Mortgaged Property is free and clear of

all mechanics' liens or liens in the nature thereof, and no rights are

outstanding that under law could give rise to any such lien.

(g) To Seller's knowledge, all of the improvements which are included

for the purpose of determining the appraised value of the Mortgaged

Property lie wholly within the boundaries and building restriction lines of

the Mortgaged Property, and no improvements on adjoining properties

encroach upon the Mortgaged Property, except as allowed by the Seller's

underwriting guidelines.

(h) The Loan meets, or is exempt from, applicable state or federal

laws, regulations and other requirements pertaining to usury, and the Loan

is not usurious.

(i) Each Loan for which private mortgage insurance was required by

Seller under its underwriting guidelines is insured by a reputable private

mortgage insurance

<PAGE>

company; each such insurance policy is in full force and effect; and all

premiums due thereunder have been paid.

(j) There is in force a paid-up Lender's Title Insurance Policy

respecting the Mortgaged Property issued by a reputable title insurance

company in an amount at least equal to the outstanding principal balance of

the related Loan. No claims have been made under such Lender's Title

Insurance Policy, and Seller has not done, by act or omission, anything

which would impair the coverage of such Lender's Title insurance Policy.

(k) There is in force for each Loan, a hazard insurance policy,

including, to the extent required by applicable law, flood insurance,

meeting the specifications of FNMA/FHLMC in the case of a Residential

Mortgage Loan (other than Home Equity Loans). All such insurance policies

contain a standard mortgagee clause naming the Seller and its successors

and assigns as mortgagee, and all premiums thereon have been paid. The

Mortgage obligates the Loan Debtor thereunder to maintain the hazard

insurance policy at the Loan Debtor's cost and expense and, on the Loan

Debtor's failure to do so, authorizes the holder of the Mortgage to obtain

and maintain such insurance at such Loan Debtor's cost and expense, and to

seek reimbursement therefor from the Loan Debtor. Seller has not engaged

in, and has no knowledge of the Loan Debtor's having engaged in, any act or

omission which would impair the coverage of any such policy, the benefits

of the endorsement provided for therein, or the validity and binding effect

of either.

(l) As to each Residential Mortgage Loan, the Mortgaged Property

consists of a one- to four-family (including condominium or PUD projects

that meet FNMA/FHLMC guidelines as warranted by Seller), owner-occupied

primary residence second home or investment property.

(m) The Loan was originated and underwritten in the ordinary course of

Seller's business and by an authorized employee of Seller.

(n) Neither (i) the information presented as factual concerning the

income, employment, credit standing, purchase price and other terms of

sale, payment history or source of funds submitted to Seller for the

purpose of making the Loan, nor (ii) the information presented as factual

in the appraisal with respect to the Mortgaged Property, contained, to

Seller's knowledge, any material omission or misstatement or other material

discrepancy at the time the information was obtained by Seller.

(o) All appraisals have been ordered, performed and rendered in

accordance with the requirements of the underwriting guidelines of Seller

and in compliance, in all material respects, with all laws and regulations

then in effect relating and applicable to the origination of Loans, (i)

which requirements include, without limitation, requirements as to

appraiser independence, appraiser competency and training, appraiser

licensing and certification, and the content and form of appraisals, and

(ii) which laws and regulations include, without limitation, regulations

promulgated by the OTS and amendments and changes thereto, as a result of

FIRREA.

<PAGE>

(p) Substantially all of the Mortgaged Property is located in St.

Joseph County, Indiana or contiguous counties.

Section 5.09 Auto Receivables. Seller represents and warrants to Buyer as

to any Auto Receivable that:

(a) The Auto Receivable represents a bona fide sale or finance of the

vehicle described therein to the vehicle purchaser or owner for the amount

set forth therein;

(b) The vehicle described in the Auto Receivable has been delivered to

and accepted by the vehicle purchaser and such acceptance shall not have

been revoked;

first lien in the motor vehicle covered by the Auto Receivable and all

action has been taken to create and perfect such lien in such motor vehicle

within such time following the date of the Auto Receivable as will afford

first priority status;

(d) The down payment relating to such Auto Receivable has been paid in

full by the vehicle purchaser in cash and/or trade as shown in such Auto

Receivable and no part of the down payment consisted of notes or postdated

checks.

(e) The statements made by the vehicle purchaser or owner and the

information submitted by the vehicle purchaser or owner in connection with

the Auto Receivable are true and complete to the Seller's best knowledge;

(f) Each Auto Receivable complies in all material respects with all

applicable provisions of laws and regulation which are applicable to the

transaction represented by the Auto Receivable.

(g) Seller has no knowledge of any circumstances or conditions with

respect to the Auto Receivable, the related vehicle, the vehicle purchaser

or owner, or vehicle purchaser's or owner's credit standing that can be

expected to adversely affect Seller's security interest in the Auto

Receivable.

Section 5.10 Unsecured Loans.

(a) Except as set forth on Exhibit E-1, no Unsecured Loan has been

charged-off under Seller's normal procedures within the past year.

(b) No such Unsecured Loan has been the subject of any bankruptcy

since inception.

Section 5.11 Allowance. Except as set forth in the Disclosure Schedule, the

Allowance shown on the Sobieski Financial Statements as of March 31, 2004, with

respect to the Loans is, in the opinion of management of Seller, adequate as of

such date under the requirements of GAAP to provide for possible losses on items

for which reserves were made. To the best knowledge of Seller, the aggregate

Loan balances outstanding as of March 31, 2004, in excess of

<PAGE>

the Allowance as of such date were, as of March 31, 2004, collectible in

accordance with their respective terms.

Section 5.12 Investments. None of the investments reflected in the Sobieski

Financial Statements as of March 31, 2004, and none of the investments made by

Seller since March 31,2004, are subject to any restriction, whether contractual

or statutory, which materially impairs the ability of Seller to dispose freely

of such investment at any time, other than restrictions relating to the pledge

of such investments for FHLB borrowings by the Seller, and each of such

investments complies with OTS requirements concerning such investments.

Section 5.13 Deposits.

(a) Seller has delivered to Buyer a true and complete copy of the

account forms for all Deposits offered by Seller. Except as identified to

Buyer by Seller in the Disclosure Schedule, all the accounts related to the

Deposits are in material compliance with all applicable laws, orders and

regulations, and to the knowledge of Seller, were originated in material

compliance with all applicable laws, orders and regulations.

(b) Exhibit 5.13(b) is a true and correct schedule of the Deposits

prepared as of the date indicated thereon (which shall be updated through

the Closing Date), listing by category and the amount of such deposits,

together with the amount of accrued but unpaid interest thereon. All

Deposits are insured to the fullest extent permissible by the FDIC. Subject

to the receipt of all requisite regulatory approvals, Seller has and will

have at the Closing Date all rights and full authority to transfer and

assign the Deposits without restriction. As of the date hereof, with

respect to the Deposits:

(1) Subject to items returned without payment in full ("Return

Items") and immaterial bookkeeping errors, all interest accrued or

accruing on the Deposits has been properly credited thereto, and

properly reflected on Seller's books of account, and Seller is not in

default in the payment of any thereof;

(2) Subject to Return Items and immaterial bookkeeping errors,

Seller has timely paid and performed all of its obligations and

liabilities relating to the Deposits as and when the same have become

due and payable, and the Deposits include none which is in default or

exists by virtue of a default by Seller; and

(3) Subject to immaterial bookkeeping errors, Seller has

administered all of the Deposits in accordance with applicable

fiduciary duties and good and sound financial practices and

procedures, and has properly made all appropriate credits and debits

thereto; and

(4) None of the Deposits are subject to any Encumbrances or any

legal restraint or other legal process, other than Account Loans or

Loans, customary court orders, levies, and garnishments affecting the

depositors, all of which Encumbrances (other than Account Loans or

Loans) are described on Exhibit 5.13(b).

<PAGE>

Section 5.14 Account Loans.

(a) Exhibit A is a true and correct schedule of all Account Loans,

including the aggregate outstanding principal shown thereon, of the Seller

as of the date indicated thereon (which shall be updated through the

Closing Date) to be transferred to Buyer hereunder.

(b) Any and all Account Loans extended by the Seller and any

extensions, renewals or continuations of such Account Loans were made in

accordance with customary lending standards of the Seller in the ordinary

course of business, and are secured by deposit accounts which constitute

Deposits hereunder. Any Account Loans are evidenced by appropriate and

sufficient documentation based upon customary and ordinary past practices

of the Seller.

accordance with all applicable statutes and regulatory requirements.

Section 5.15 Contracts. The Disclosure Schedule lists or describes the

following:

(a) Each loan and credit agreement, conditional sales contract,

indenture or other title retention agreement or security agreement relating

to money borrowed by Seller;

(b) Each guaranty by Seller of any obligation for the borrowing of

money or otherwise (excluding any endorsements and guarantees in the

ordinary course of business and letters of credit issued by Seller in the

ordinary course of its business) or any warranty or indemnification

agreement;

director of Seller (except for deposit or loan agreements entered into in

the ordinary course of Seller's business);

(d) Each lease or license with respect to personal property involving

an annual amount in excess of $10,000 or the Real Estate involving Seller,

whether as lessee or lessor or licensee or licensor;

(e) The name and annual salary as of January 1, 2004, of each employee

of Seller and any employment agreement or arrangement with respect to each

such person; and

(f) Each agreement, loan, contract, lease, guaranty, letter of credit,

line of credit or commitment of Seller not referred to elsewhere in this

Section which (i) involves payment by Seller (other than as disbursement of

loan proceeds to customers) of more than $10,000 annually or $25,000 in the

aggregate over its remaining term unless, in the latter case, such is

terminable within one (1) year without premium or penalty; (ii) involves

payments based on profits of Seller; (iii) relates to the future purchase

of goods or services in excess of the requirements of its respective

business at current levels or for normal operating purposes; or (iv) were

not made in the ordinary course of business.

<PAGE>

(g) Final and complete copies of each document, plan or contract

listed and described in the Disclosure Schedule pursuant to this Section

5.15 have been provided to Buyer.

Section 5.16 Tax Matters. Seller has filed with the appropriate

governmental agencies all federal, state and local income, franchise, excise,

sales, use, real and personal property and other tax returns and reports

required to be filed by it. Except as set forth in the Disclosure Schedule,

Seller is not (a) delinquent in the payment of any taxes shown on such returns

or reports or on any assessments received by it for such taxes; (b) aware of any

pending or threatened examination for income taxes for any year by the IRS or

any state tax agency; (c) subject to any agreement extending the period for

assessment or collection of any federal or state tax; or (d) a party to any

action or proceeding with, nor has any claim been asserted against it by, any

court, administrative agency or commission or other federal, state or local

governmental authority or instrumentality ("Governmental Authority") for

assessment or collection of taxes. Seller, to the knowledge of Seller, is not

the subject of any threatened action or proceeding by any Governmental Authority

for assessment or collection of taxes. The reserve for taxes in the unaudited

financial statements of Seller for the quarter ended March 31, 2004, is, in the

opinion of management, adequate to cover all of the tax liabilities of Seller

(including, without limitation, income taxes and franchise fees) as of such date

in accordance with GAAP.

Section 5.17 Employee Matters and ERISA.

(a) Except as may be disclosed in the Disclosure Schedule, Seller has

not entered into any collective bargaining agreement with any labor

organization with respect to any group of employees of the Seller and to

the knowledge of the Seller there is no present effort nor existing

proposal to attempt to unionize any group of employees of the Seller.

(b) Except as may be disclosed in the Disclosure Schedule, (i) the

Seller is and has been in material compliance with all applicable laws

respecting employment and employment practices, terms and conditions of

employment and wages and hours, including, without limitation, any such

laws respecting employment discrimination and occupational safety and

health requirements, and the Seller is not engaged in any unfair labor

practice; (ii) there is no unfair labor practice complaint against Seller

pending or, to the knowledge of Seller, threatened before the National

Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or

stoppage actually pending or, to the knowledge of Seller, threatened

against or directly affecting Seller; and (iv) Seller has not experienced

any work stoppage or other such labor difficulty during the past five (5)

years.

party to or bound by any contract for the employment, retention or

engagement, or with respect to the severance, of any officer, employee,

agent, consultant or other person or entity which, by its terms, is not

terminable by Seller on thirty (30) days written notice or less without the

payment of any amount by reason of such termination. A description of each

such agreement which is in writing is included in the Disclosure Schedule.

<PAGE>

Section 5.18 Environmental Matters.

(a) As used in this Agreement, "Environmental Laws" means all local,

state and federal environmental, health and safety laws and regulations in

all jurisdictions in which Seller has done business or owned, leased or

operated property, including, without limitation, the Federal Resource

Conservation and Recovery Act, the Federal Comprehensive Environmental

Response, Compensation and Liability Act, the Federal Clean Water Act, the

Federal Clean Air Act, and the Federal Occupational Safety and Health Act.

(b) Except as may be disclosed in the Disclosure Schedule and based on

the best knowledge, after reasonable investigation, of Seller, no activity

or condition exists at or upon the Real Estate that violates the

Environmental Laws in any respect material to the business of Seller and no

condition has existed or event has occurred with respect to the Real Estate

that, with notice or the passage of time, or both, would constitute a

violation material to the business of Seller of Environmental Laws or

obligate (or potentially obligate) Seller to remedy, stabilize, neutralize

or otherwise alter the environmental condition of any of the Real Estate

where the aggregate cost of such actions would be material to Seller.

Except as may be disclosed in the Disclosure Schedule and based on the best

knowledge, after reasonable investigation, of Seller, Seller has not

received any notice from any person or entity that Seller or the operation

or condition of any of the Real Estate is or was in violation of any

Environmental Laws or that Seller is responsible (or potentially

responsible) for the cleanup or other remediation of any pollutants,

contaminants, or hazardous or toxic wastes, substances or materials at, on

or beneath any such property.

Section 5.19 No Undisclosed Liabilities. Seller does not have any material

liability, whether asserted or unasserted, whether absolute or contingent,

whether accrued or unaccrued, whether liquidated or unliquidated, and whether

due or to become due (and there is no past or present fact, situation,

circumstance, condition or other basis for any present or future action, suit or

proceeding, hearing, charge, complaint, claim or demand against Seller giving

rise to any such liability) required in accordance with GAAP to be reflected in

an audited consolidated balance sheet of Seller or the notes thereto, except (i)

for liabilities set forth or reserved against in the Sobieski Financial

Statements as of June 30, 2003, (ii) for liabilities occurring in the ordinary

course of business of Seller since June 30, 2003, (iii) liabilities relating to

the possible sale of Seller or other transactions contemplated by this

Agreement, and (iv) as may be disclosed in the Disclosure Schedule.

Section 5.20 Litigation. Except as set forth in Exhibit 5.20, there is no

action, suit, proceeding or investigation pending against Seller, or to the best

knowledge of Seller, threatened against or affecting Seller, before any court or

arbitrator or any governmental body, agency, or official involving a monetary

claim for $25,000 or more or equitable relief (i.e., specific performance or

injunctive relief). Seller is not aware of any facts that would reasonably

afford a basis for any such action, suit, proceeding or investigation.

Section 5.21 Performance of Obligations. Seller has performed in all

material respects all obligations required to be performed by it to date under

the Contracts, the Deposits, and the Loan

<PAGE>

Documents, and Seller is not in material default under, and no event has

occurred which, with the lapse of time or action by a third party, could result

in a material default under, any such agreements.

Section 5.22 Compliance with Law. Seller has all licenses, franchises,

permits and other governmental authorizations that are legally required to

enable it to conduct its business in all material respects and has conducted its

business in compliance in all material respects with all applicable federal,

state and local statutes, laws, regulations, ordinances, rules, judgments,

orders or decrees applicable thereto or to the employees conducting such

businesses. The Home Office and the Branch Offices comply with all applicable

requirements of the Americans with Disabilities Act.

Section 5.23 Brokerage. Except as may be disclosed in the Disclosure

Schedule and with the exception of fees payable to Keefe Bruyette & Woods, Inc.

("KBW"), there are no existing claims or agreements for brokerage commissions,

finders' fees, or similar compensation in connection with the transactions

contemplated by this Agreement payable by Seller.

Section 5.24 Interim Events. Except as provided in the Disclosure Schedule,

since December 31, 2003, Seller has not paid or declared any dividend or made

any other distribution to its sole shareholder or taken any other action which

if taken after the date of this Agreement would require the prior written

consent of Buyer under Section 7.06 hereof.

Section 5.25 Records. The Records to be delivered to Buyer under Section

2.01(a) of this Agreement are and shall be sufficient to enable Buyer to conduct

a banking business with respect thereto under the same standards as Seller has

heretofore conducted such business.

Section 5.26 Insurance. All material insurable properties owned or held by

Seller are adequately insured by financially sound and reputable insurers in

such amounts and against fire and other risks insured against by extended

coverage and public liability insurance, as is customary with banks of similar

size. The Disclosure Schedule sets forth, for each material policy of insurance

maintained by Seller, the amount and type of insurance, the name of the insurer

and the amount of the annual premium. All amounts due and payable under such

insurance policies are fully paid, and all such insurance policies are in full

force and effect.

Section 5.27 Regulatory Enforcement Matters. Except as may be disclosed in

the Disclosure Schedule, the Seller is not subject to, and has received no

notice or advice that it may become subject to, any order, agreement or

memorandum of understanding with any federal or state agency charged with the

supervision or regulation of banks or engaged in the insurance of financial

institution deposits or any other governmental agency having supervisory or

regulatory authority with respect to Seller.

Section 5.28 Community Reinvestment Act. Seller received a rating of

"Satisfactory" in its most recent examination or interim review with respect to

the Community Reinvestment Act. Seller has not been advised of any supervisory

concerns regarding its compliance with the Community Reinvestment Act. To

Seller's knowledge, there are no threatened or pending actions, proceedings, or

allegations by any person or regulatory agency which may cause the OTS to deny

or fail to issue any regulatory approval.

<PAGE>

Section 5.29 Regulatory Approvals. The information furnished or to be

furnished by Seller for the purpose of enabling Seller or Buyer to complete and

file all requisite regulatory applications is or will be true and complete as of

the date so furnished. There are no facts known to the Seller, which Seller has

not disclosed to the Buyer in writing, which, insofar as Seller can now

reasonably foresee, may have a material adverse effect on the ability of the

Seller to obtain all requisite regulatory approvals or to perform its

obligations pursuant to this Agreement.

Section 5.30 Representations Regarding Financial Condition.

(a) Sobieski and Seller are not entering into this Agreement in an

effort to hinder, delay or defraud their creditors.

(b) Sobieski and Seller are not insolvent and will not be rendered

insolvent as a result of the Transactions.

and reasonable equivalent value for the Assets to be transferred and

Liabilities to be assumed hereunder.

(d) Neither Seller nor Sobieski has any intention to file proceedings

for bankruptcy or insolvency or for the appointment of a receiver,

conservator, trustee, or guardian with respect to its business or assets.

Section 5.31 Disclosure. No representation or warranty contained in this

Article V and no statement or information relating to Seller or any Assets or

Liabilities contained in (i) this Agreement (including the Schedules hereto), or

(ii) in any certificate or document furnished or to be furnished by or on behalf

of Seller to Buyer pursuant to this Agreement, contains or will contain any

untrue statement of a material fact or omits or will omit to state a material

fact necessary to make the statements made herein or therein, in light of the

circumstances in which they were made, not misleading.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller and Sobieski, as follows:

Section 6.01 Organization and Authority. Buyer is a federal savings

association duly organized, validly existing, and in good standing (to the

extent applicable) under the laws of the United States of America with full

power and authority to carry on its business as now being conducted and to own

and operate the properties which it now owns and/or operates. The execution,

delivery, and performance by Buyer of this Agreement are within Buyer's

corporate power, have been duly authorized by all necessary corporate action.

This Agreement has been duly executed and delivered by Buyer and constitutes the

valid and legally binding obligation of Buyer, enforceable against it in

accordance with its terms, subject to bankruptcy, receivership, insolvency,

reorganization, moratorium or similar laws affecting or relating to creditors'

rights generally and subject to general principles of equity.

<PAGE>

Section 6.02 Conflicts; Defaults. Neither the execution and delivery of

this Agreement by Buyer nor the consummation of the Transactions will (i)

conflict with, result in the breach of, constitute a default under, or

accelerate the performance required by, the terms of any order, law, regulation,

contract, instrument or commitment to which Buyer is a party or by which Buyer

is bound, (ii) violate the charter or bylaws of Buyer, (iii) require any

consent, approval, authorization or filing under any law, regulation, judgment,

order, writ, decree, permit or license to which Buyer is a party or by which

Buyer is bound, other than the required regulatory approvals of the OTS and the

approval by Sobieski's shareholders of this Agreement and the Transactions.

Buyer is not subject to any agreement or understanding with any regulatory

authority which would prevent or adversely affect the consummation by Buyer of

the transactions contemplated by this Agreement.

Section 6.03 Litigation. There is no action, suit, proceeding or

investigation pending against Buyer, or to the knowledge of Buyer, threatened

against or affecting Buyer, before any court or arbitrator or any governmental

body, agency or official which alone or in the aggregate would, if adversely

determined, adversely affect the ability of Buyer to perform its obligations

under this Agreement or which in any manner questions the validity of this

Agreement. Buyer is not aware of any facts that would reasonably afford a basis

for any such action, suit, proceeding or investigation.

Section 6.04 Regulatory Approvals. The information furnished or to be

furnished by Buyer for the purpose of enabling Seller or Buyer to complete and

file applications with the OTS is or will be true and complete as of the date so

furnished. There are no facts known to the Buyer which, insofar as Buyer can now

reasonably foresee, may have a material adverse effect on the ability of the

Buyer to obtain all requisite regulatory approvals or to perform its obligations

pursuant to this Agreement.

Section 6.05 Community Reinvestment Act. Buyer received a rating of

"Satisfactory" in its most recent examination or interim review with respect to

the Community Reinvestment Act. Buyer has not been advised of any supervisory

concerns regarding its compliance with the Community Reinvestment Act.

Section 6.06 Financial Ability. Buyer has the financial ability to pay the

Purchase Price for the Assets and assume the Liabilities as provided in this

Agreement and, subject to obtaining the financing referred to in Section 9.02(g)

hereof, will be "well capitalized" under OTS regulations at the Closing Date

upon consummation of the Purchase and Transfer contemplated by this Agreement.

Section 6.07 Financial Information. The consolidated balance sheets of MFB

Corp. as of September 30, 2003 and September 30, 2002, and related consolidated

income statements and statements of changes in shareholders' equity and of cash

flows for the three years ended September 30, 2003, together with the notes

thereto, included in MFB Corp.'s Form 10-K for the fiscal year ended September

30, 2003, as currently on file with the Securities and Exchange Commissions

("SEC"), and the periodic financial statements for the three months and the six

months ended December 31, 2003, together with the notes thereto included in MF

Corp.'s Form 10-Q for the quarter ended December 31, 2003 as currently on file

with the SEC, copies of which have been provided to Buyer, have been prepared in

accordance with GAAP (except as may be

<PAGE>

disclosed therein, and in the case of interim statements, for the absence of

footnotes and normal year end adjustments) and fairly present in all material

respects the consolidated financial position and the consolidated results of

operations, changes in shareholders' equity and cash flows of MFB Corp. as of

the dates and for the periods indicated.

Section 6.08 Disclosure. No representation or warranty contained in this

Article VI and no statement or information relating to Buyer contained in (i)

this Agreement (including the Schedules hereto), or (ii) in any certificate or

document furnished or to by furnished by or on behalf of Buyer to Seller

pursuant to this Agreement, contains or will contain any untrue statement of a

material fact or omits or will omit to state a material fact necessary to make

the statements made herein or therein, in light of the circumstances in which

they were made, not misleading.

ARTICLE VII

COVENANTS

Section 7.01 Reasonable Best Efforts. Subject to the terms and conditions

of this Agreement, each of Sobieski, Seller and Buyer agrees to use its

reasonable best efforts in good faith to take, or cause to be taken, all

actions, and to do, or cause to be done, all things necessary, proper or

desirable, or advisable under applicable laws, so as to permit consummation of

the Transactions as promptly as practicable and shall cooperate fully with the

other party hereto to that end.

Section 7.02 Shareholder Approval. Sobieski agrees, as soon as practicable

after the date hereof, to take, in accordance with applicable law and its

certificate of incorporation and by-laws, all action necessary to convene an

appropriate meeting of its shareholders to consider and vote upon the approval

and adoption of this Agreement and the Transactions. Sobieski's Board of

Directors is recommending and, unless, after having consulted with and

considered the advice of outside counsel and its financial advisor, has

determined in good faith that to do so would result in a failure by the

directors to discharge properly their fiduciary duties in accordance with

Delaware law, Sobieski's Board of Directors will continue to recommend to the

shareholders of Sobieski that they approve this Agreement and the Transactions

and will take any other action required, to the extent consistent with its

fiduciary duties, to permit consummation of the Transactions. Sobieski, as

Seller's sole shareholder, has approved and adopted this Agreement.

Section 7.03 Proxy Statement

(a) Sobieski agrees, as soon as practicable after the date hereof, to

prepare a proxy statement (the "Proxy Statement") to be filed by it with

the SEC relating to shareholder approval of this Agreement, and the

Transactions. Sobieski agrees to permit Buyer and its counsel and advisors

to review and comment on the Proxy Statement before it is filed with the

SEC.

(b) Sobieski agrees, as to itself and Seller, on the one hand, and

Buyer agrees, as to itself and its Affiliates, on the other hand, that none

of the information supplied or to be supplied by it for inclusion or

incorporation by reference in the Proxy Statement and any amendment or

supplement thereto will, at the date of mailing to Sobieski's

<PAGE>

shareholders and at the time of the Sobieski shareholders' meeting, contain

any untrue statement which, at the time and in the light of the

circumstances under which such statement is made, is false or misleading

with respect to any material fact, or omit to state any material fact

necessary in order to make the statements therein not false or misleading

or necessary to correct any earlier statement in the Proxy Statement or any

amendment or supplement thereto. Each of Sobieski and Buyer further agree

that if it shall become aware prior to the Sobieski shareholders' meeting

of any information that would cause any of the statements in the Proxy

Statement to be false or misleading with respect to any material fact, or

to omit to state any material fact necessary to make the statements therein

not false or misleading, to promptly inform the other thereof and Sobieski

shall take the necessary steps to correct the Proxy Statement.

Section 7.04 Press Releases. Each of Sobieski, Buyer, and Seller agrees

that it will not, without the prior approval of the other party, issue any press

release or written statement for general circulation relating to the

transactions contemplated hereby (except for any release or statement that, in

the written opinion of outside counsel to such party, is required by law or

regulation and as to which such party has used its best efforts to discuss with

the other party in advance, provided that such release or statement has not been

caused by, or is not the result of, a previous disclosure by or at the direction

of such party or any of its representatives that was not permitted by this

Agreement).

Section 7.05 Access to Records and Information; Personnel; Customers.

(a) Upon reasonable advance notice, Seller shall afford to the

officers and authorized representatives of Buyer full access during regular

business hours to the offices, properties, books, contracts, commitments

and records of Seller in order that Buyer may have full opportunity to make

such investigations as it shall desire of the Deposits, Assets, Liabilities

and the operations of the Branch Offices and the Home Office. The officers

of Seller shall furnish Buyer with such additional financial and operating

data and other information relating to the assets, properties and business

of Seller as Buyer shall from time to time reasonably request. Seller shall

consent, upon reasonable advance notice, to the review by the officers and

authorized representatives of Buyer of the reports and working papers of

Seller's independent auditors (upon reasonable advance notice to such

auditors).

(b) Following the execution of this Agreement, Buyer may, at its own

expense, be entitled to meet and communicate with, and deliver information,

brochures, bulletins, press releases, and other communications to

depositors, Loan and Account Loan borrowers and other customers of Seller

concerning the Transactions and concerning the business and operations of

Buyer; provided, however, that Seller shall be entitled to attend any such

meetings and must approve any such written communications before they are

sent, which approval shall not be unreasonably withheld.

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