SUBORDINATED DEBENTURE PURCHASE AGREEMENT between USB CAPITAL RESOURCES, INC. and ROCKLAND TRUST COMPANY Dated as of August 27, 2008

Exhibit 99.2

EXECUTION COPY

SUBORDINATED
DEBENTURE PURCHASE AGREEMENT

between

USB Capital Resources, Inc.

and

Rockland Trust Company

Dated as of August 27, 2008

TABLE OF CONTENTS

EXHIBITS :

A      Form of Rate Election Notice
B      Form of Subordinated Debenture
C      Form of Opinion of Borrower’s Counsel
D      Form of Notice of Authorized Borrowers
E      Form of Authorization to Debit Account
F      Form of Quarterly Compliance Certificate

DISCLOSURE SCHEDULES :

4.1.2 Capital Stock and Related Matters
4.1.3 Subsidiaries
4.2.3 Governmental Consents
4.5.1 Owned Property
4.7.4 Pending Litigation
4.7.6 ERISA

SUBORDINATED DEBENTURE PURCHASE AGREEMENT

     This SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this “ Agreement ”) is dated as of August 27, 2008 and is made by and between ROCKLAND TRUST COMPANY, a Massachusetts state-chartered non-Federal Reserve member trust company (“ Borrower ”), and USB CAPITAL RESOURCES, INC., a Delaware corporation (“ Lender ”).

R E C I T A L S :

     A. Borrower is a Massachusetts state-chartered non-Federal Reserve member trust company and a wholly owned subsidiary of Independent Bank Corp., a Massachusetts corporation (“ Bancorp ”).

     B. Borrower has requested that Lender purchase from Borrower subordinated debt (the “ Subordinated Debt ”) that qualifies as Tier 2 capital under applicable rules and regulations of the Federal Deposit Insurance Corporation (the “ FDIC ”). The Subordinated Debt may be referred to in this Agreement as the “ Facility .”

     C. Lender is willing to purchase from Borrower a subordinated debenture in an aggregate principal amount of $30,000,000 (the “ Subordinated Debt Amount ”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Subordinated Debenture.

     D. The proceeds of the Subordinated Debt shall be used by Borrower for general corporate purposes.

     E. The Subordinated Debt is intended to qualify as Tier 2 capital under applicable rules and regulations promulgated by the FDIC.

      THEREFORE , in consideration of the mutual covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows:

A G R E E M E N T :

1. DEFINITIONS .

      1.1. Defined Terms . The following capitalized terms generally used in this Agreement and in the other Transaction Documents have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.

     “ Affiliate(s) ” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with, said Person, and their respective Affiliates, members, shareholders, directors, officers, employees, agents and representatives.

     “ Agreement ” has the meaning ascribed to such term in the preamble hereto.

     “ Assignee Lender ” has the meaning ascribed to such term in Section 9.2 .

     “ Bancorp ” has the meaning ascribed to such term in the recitals hereto.

     “ Base Rate ” means that rate of interest (expressed as a percent per annum) equal to Lender’s “base” or “prime” rate (which is not necessarily the lowest or most favorable rate of interest charged by Lender on commercial loans at any time) in effect from time to time, which means a base rate of interest

established by U.S. Bank from time to time that serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. Any change in the rate of interest hereunder due to a change in the base or prime rate shall become effective on the date each change in the base or prime rate is publicly announced by U.S. Bank.

     “ Base Rate Tranche ” means a Borrowing Tranche as to which the Base Rate is applicable.

     “ Borrower ” has the meaning ascribed to such term in the preamble hereto and shall include any successor to Rockland Trust Company or such other Person that shall assume the obligations of Rockland Trust Company under the Transaction Documents.

     “ Borrower 2007 Financial Statements ” has the meaning ascribed to such term in Section 4.4.1 .

     “ Borrower 2007 Financial Statements Date ” has the meaning ascribed to such term in Section 4.4.1 .

     “ Borrower Financial Statements ” has the meaning ascribed to such term in Section 4.4.1 .

     “ Borrower’s Accountant ” means KPMG LLP, or such other nationally recognized firm of certified public accountants selected by Borrower and reasonably satisfactory to Lender as shall from time to time audit Borrower’s financial statements.

     “ Borrower’s Liabilities ” means Borrower’s obligations under this Agreement and any other Transaction Documents.

     “ Borrowing Date ” means the date any Borrowing Tranche is disbursed, renewed or converted (from the Initial Rate to a LIBO Rate Tranche or Base Rate Tranche or from a LIBO Rate Tranche to a Base Rate Tranche or from a Base Rate Tranche to a LIBO Rate Tranche pursuant to Section 2.6.1 , 2.7.2 or 2.7.3 ).

     “ Borrowing Tranche ” means a disbursement of proceeds under the Facility pursuant to this Agreement, and, where applicable, the renewal or conversion of any such disbursement or portion thereof pursuant to this Agreement.

     “ Business Day ” means (a) for all purposes other than as covered by clause (b) hereof, a day of the week (but not a Saturday, Sunday or a legal holiday under the laws of the State of Minnesota or any other day on which banking institutions located in the State of Minnesota are authorized or required by law or other governmental action to close) on which the Minneapolis, Minnesota offices of U.S. Bank are open to the public for carrying on substantially all of its business functions and (b) with respect to determinations in connection with, and payments of principal and interest on any LIBO Rate Tranche, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in U.S. dollar-denominated deposits in the London Interbank Eurodollar Market. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

     “ Closing ” has the meaning ascribed to such term in Section 2.5 .

     “ Closing Date” means August 27, 2008.

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

     “ Code Provisions ” has the meaning ascribed to such term in Section 8.1.1.8 .

     “ Condition or Release ” means any presence, use, storage, transportation, discharge, disposal, release or threatened release of any Hazardous Materials.

     “ Confidentiality Agreement ” means that certain Confidentiality Agreement, dated as of May 13, 2008, by and among Lender, Borrower and Bancorp.

     “ Default Rate ” has the meaning ascribed to such term in Section 2.6.3 .

     “ Disclosure Schedule ” means, in aggregate, the disclosures contemplated herein as included in the schedules attached hereto, which have been delivered in connection with the execution of this Agreement.

     “ Employee Benefit Plan ” means an “employee benefit plan” within the meaning of Section 3(3) of ERISA.

     “ Equity Interest ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants, options or other rights to purchase any of the foregoing.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended or recodified.

     “ ERISA Affiliate ” means any person (as defined in Section 3(9) of ERISA) which together with Borrower would be a member of the same “controlled group” within the meaning of Sections 414(b), (m), (c) and (o) of the Code.

     “ Event of Default ” has the meaning ascribed to such term in Section 8.1.1 .

     “ Facility ” has the meaning ascribed to such term in the recitals hereto.

     “ FDI Act ” means the Federal Deposit Insurance Act, as amended or recodified.

     “ FDIC ” has the meaning ascribed to such term in the recitals hereto and shall include any other Governmental Agency that serves as the primary federal regulator of Borrower from time to time while the Facility is outstanding.

     “ FDIC Notice ” has the meaning ascribed to such term in Section 8.1.2 .

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

     “ GAAP ” means generally accepted accounting principles in effect from time to time in the United States of America.

     “ Governmental Agency(ies) ” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency including the FDIC and the FRB.

     “ Hazardous Materials ” means oil, flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.

     “ Hazardous Materials Claims ” has the meaning ascribed to such term in Section 4.7.7 .

     “ Hazardous Materials Laws ” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relate to

real property: (a) the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; (b) the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; (c) the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; (d) the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; (e) the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; (f) the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651 et seq.; (g) the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; (h) the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; (i) the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and (j) all comparable state and local laws, laws of other jurisdictions or orders and regulations.

     “ Indebtedness ” means and includes: (a) all items arising from the borrowing of money that, according to GAAP now in effect, would be included in determining total liabilities as shown on the consolidated balance sheet of Borrower or any Subsidiary; (b) all obligations secured by any lien in property owned by Borrower whether or not such obligations shall have been assumed; (c) all guaranties and similar contingent liabilities with respect to obligations of others; and (d) all other obligations (including letters of credit) evidencing payment obligations to others; provided, however, Indebtedness shall not include (i) deposits or other indebtedness incurred in the ordinary course of Borrower’s business (including federal funds purchased, advances from any Federal Home Loan Bank, borrowings from the Federal Reserve, secured deposits of municipalities, letters of credit issued by Borrower and repurchase arrangements) and in accordance with applicable laws and regulations, or (ii) indebtedness that is in all respects (including with respect to the right of payment) expressly subordinate and junior to or pari passu with the Facility.

     “ Initial Disbursement ” has the meaning ascribed to such term in Section 2.1 .

     “ Initial Rate ” has the meaning ascribed to such term in Section 2.1.1 .

     “ Instructions ” means written disbursement instructions given by Borrower to Lender specifying the manner in which proceeds of the Subordinated Debt should be disbursed at Closing.

     “ Interest Rate Protection Agreement ” means an interest rate swap, cap, collar or other hedging or derivative agreement, to which Lender or any Affiliate of Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith.

     “ Interim Financial Statements ” has the meaning ascribed to such term in Section 4.4.1 .

     “ Leases ” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.

     “ Lender ” has the meaning ascribed to such term in the preamble hereto.

     “ LIBO Rate ” means that rate of interest equal to the quotient of (a) the average of the rates of interest quoted to Lender in accordance with U.S. Bank’s normal and customary practices in the London Inter-Bank Eurodollar Market for U.S. Dollar deposits with prime banks, as such average appears on Reuters Screen LIBOR01 Page or any successor thereto, at approximately 11:00 a.m., London time, on the date that is two Business Days prior to any applicable Borrowing Date for an amount approximately equal to the applicable LIBO Rate Tranche and for a period of time approximately equal to a LIBOR Period, divided by (b) 100% minus the Reserve Percentage.

     “ LIBO Rate Tranche ” means a Borrowing Tranche as to which the LIBO Rate is applicable.

     “ LIBOR Period ” means, with respect to any LIBO Rate Tranche, the period commencing on the Borrowing Date with respect to such LIBO Rate Tranche and ending on the numerically corresponding day in the calendar month that is three months thereafter; provided, however, that (a) if any LIBOR Period would end on a day other than a Business Day, such LIBOR Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such LIBOR Period shall end on the next preceding Business Day, and (b) any LIBOR Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such LIBOR Period) shall end on the last Business Day of the last calendar month of such LIBOR Period, with respect to a LIBO Rate Tranche.

     “ Material Adverse Effect ” means any effect, circumstance, occurrence or change that has had, or would reasonably be expected to have, a material adverse effect (whether or not required to be accrued or disclosed under Statement of Financial Accounting Standards No. 5): (i) on the condition (financial or otherwise) or results of operations of Borrower, (iii) on the properties, assets, liabilities or businesses of Borrower, taken as a whole; or (iii) on the ability of Borrower to perform its obligations under this Agreement or the Subordinated Debenture in accordance with their respective terms and on a timely basis.

     “ Maturity Date ” means August 27, 2018.

     “ Permitted Liens ” means (a) liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith cash deposits in connection with tenders, contracts or leases to which Borrower or any Subsidiary is a party or other cash deposits in any such foregoing case that is required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor; (b) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other similar liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest; (c) the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount of liabilities of Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $1,000,000 at any one time outstanding; (d) liens, charges and encumbrances incidental to the conduct of the business of the Borrower incurred in the ordinary course of business and not in connection with the borrowing of money; (e) liens on property of the Borrower or any Subsidiary created solely for the purpose of securing Indebtedness consisting of purchase money Indebtedness or capitalized lease obligations, provided that no such lien shall extend to or cover any property of Borrower or such Subsidiary other than the respective property so acquired or leased, and the principal amount of Indebtedness secured by any such lien shall at no time exceed the original purchase price or capitalized lease obligations with respect to of such property; (f) liens to secure public funds or other pledges of funds required by law to secure deposits; (g) repurchase agreements, reverse repurchase agreements and other similar transactions entered into by the Borrower in the ordinary course of its banking or trust business; (h) liens described in the UCC financing statements identified in Section 4.5.1 of the Disclosure Schedule; (i) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of Borrower or the Subsidiaries; and (j) other liens granted in the ordinary course of business in accordance with applicable laws and regulations.

     “ Person ” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.

     “ Property ” means any real property owned or leased by Borrower or any Subsidiary.

     “ Rate Election Notice ” means a properly completed notice in the form attached as Exhibit A hereto delivered to Lender in accordance with its disbursement procedures from time to time.

     “ Reserve Percentage ” means the percentage announced within Lender as the reserve percentage under Regulation D of the FRB for loans and obligations making reference to a LIBO Rate for a LIBOR Period. The Reserve Percentage shall be based on Regulation D or other regulations from time to time in effect concerning reserves for Eurocurrency Liabilities as defined in Regulation D from related institutions as though Lender were in a net borrowing position, as promulgated by the FRB, or its successor.

     “ RICO Related Law ” means the Racketeer Influenced and Corrupt Organizations Act of 1970 or any other federal, state or local law for which forfeiture of assets is a potential penalty.

     “ SEC ” means the U.S. Securities and Exchange Commission.

     “ Subordinated Debenture ” means a subordinated debenture in the form attached as Exhibit B hereto in the principal amount of the Subordinated Debt Amount, as amended, restated, supplemented or modified from time to time and each debenture delivered in substitution or exchange for such subordinated debenture.

     “ Subordinated Debt ” has the meaning ascribed to such term in the recitals hereto.

     “ Subordinated Debt Amount ” has the meaning ascribed to such term in the recitals hereto.

     “ Subsidiary(ies) ” means, individually or collectively, any corporation or other entity of which any Equity Interest is directly or indirectly owned by Borrower.

     “ Surviving Entity ” has the meaning ascribed to such term in Section 5.2.1 .

     “ Tier 2 Capital ” has the definition provided in, and shall be determined in accordance with, the rules and regulations of the FDIC.

     “ Transaction Documents ” means this Agreement and those other agreements, documents and instruments (including guaranties, mortgages, deeds of trust, pledges, powers of attorney, consents, assignments, contracts, notices and all other written matter heretofore, now and/or from time to time hereafter executed by and/or on behalf of Borrower in connection with this Agreement and the Facility) entered into or delivered in connection with or relating to the Facility, including any other documents listed on the schedule of closing documents prepared in connection with the Closing. Transaction Documents shall also include any Interest Rate Protection Agreement between Borrower and Lender.

     “ UCC ” means the Uniform Commercial Code as enacted in the State of Wisconsin, as amended or recodified.

     “ Unmatured Event of Default ” means an event or circumstance that with the passage of time, the giving of notice or both could become an Event of Default.

     “ U.S. Bank ” means U.S. Bank National Association, Minneapolis, Minnesota, and any successor thereto.

      1.2. Certain UCC and Accounting Terms; Interpretations . Except as otherwise defined in this Agreement or the other Transaction Documents, all words, terms and phrases used herein and therein shall be defined by the applicable definition therefore (if any) in the UCC. Notwithstanding the foregoing, any accounting terms used in this Agreement which are not specifically defined herein shall have the meaning customarily given to them in accordance with GAAP. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other

accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including, without limitation.” All references to time of day herein are references to Minneapolis, Minnesota time unless otherwise specifically provided. Any reference contained herein to attorneys’ fees and expenses shall be deemed to be reasonable fees and expenses of Lender’s outside counsel and of any other third party experts or consultants engaged by Lender’s outside counsel on Lender’s behalf. All references to a Transaction Document shall be deemed to be to such document as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (a) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted successors and assigns of such Person, and (b) if such defined term refers to a document, instrument or agreement, then it shall also include any replacement, extension or other modification thereof.

      1.3. Exhibits and Schedules Incorporated . All exhibits and schedules attached hereto or referenced herein are hereby incorporated into this Agreement.

2.  SUBORDINATED DEBT .

      2.1. General Matters .

           2.1.1. Certain Terms . Lender agrees to extend the Subordinated Debt to Borrower in accordance with the terms of, and subject to the conditions set forth in, this Agreement, the Subordinated Debenture and the other Transaction Documents. The initial Borrowing Tranche in an amount equal to the Subordinated Debt Amount (the “ Initial Disbursement ”), shall be disbursed by Lender on the Closing Date, and thereafter, any such Borrowing Tranche may be converted or renewed from time to time in accordance with the terms and subject to the conditions set forth in this Agreement. Subject to Section 2.6 and any other conditions and limitations set forth in this Agreement, the initial Borrowing Tranche under the Subordinated Debt, which shall expire on August 27, 2013, shall bear interest per annum at a rate equal to 7.02% (the “ Initial Rate ”). Upon expiration of the initial Borrowing Tranche and subject to Section 2.6 and any other conditions and limitations set forth in this Agreement any subsequent Borrowing Tranche under the Subordinated Debt shall be treated as, at Borrower’s election subject to and in accordance with the terms in this Agreement: (a) a LIBO Rate Tranche and shall bear interest per annum at a rate equal to the LIBO Rate plus 3.00% (300 basis points); or (b) a Base Rate Tranche and shall bear interest at a rate equal to the Base Rate plus 1.25% (125 basis points). The unpaid principal balance plus all accrued but unpaid interest on the Subordinated Debt shall be due and payable on the Maturity Date or such earlier date on which such amount shall become due and payable on account of acceleration by Lender in accordance with the terms of the Subordinated Debenture or this Agreement.

           2.1.2. Subordination . The Subordinated Debenture shall be subordinated in accordance with the subordination provisions set forth therein, the terms of which are incorporated herein.

      2.2. The Subordinated Debenture . The Facility shall be evidenced by the Subordinated Debenture.

      2.3. Maturity Date . On the Maturity Date, all sums due and owing under this Agreement and the other Transaction Documents with respect to the Subordinated Debenture shall be repaid in full or shall bear interest thereafter at the Default Rate. Borrower acknowledges and agrees that Lender has not made any commitments, either express or implied, to extend the terms of the Facility past its Maturity Date, unless Borrower and Lender hereafter specifically otherwise agree in writing. Borrower is required under regulations of the FDIC to obtain prior FDIC approval before making any payment (including payment at maturity or pursuant to an acceleration clause or redemption prior to maturity). Lender shall have no responsibility to verify whether Borrower has obtained FDIC approval for any such payment.

      2.4. Unsecured Facility . The obligations of Borrower to Lender under the Subordinated Debenture shall be unsecured.

      2.5. The Closing . The initial funding of the Facility (the “ Closing ”) will occur at a place and in a manner (including by mail) that is mutually acceptable to Lender and Borrower, or if they fail to agree, at the offices of Barack Ferrazzano, et al. LLP, counsel to Lender, at 200 West Madison Street, Suite 3900, Chicago, Illinois 60606, at 9:30 a.m. (local time) on the Closing Date, at which time, Lender shall disburse the proceeds of the Facility to Borrower in accordance with any Instructions received at least one Business Day prior to Closing.

      2.6. Interest Rate Matters . Borrower agrees that matters concerning the election, payment, application, accrual and computation of interest and interest rates shall be in accordance with Lender’s practices set forth in this Agreement and in the other Transaction Documents.

           2.6.1. Applicable Interest Rate . Subject to this Section 2.6 , the initial Borrowing Tranche shall bear interest at the Initial Rate. For any subsequent Borrowing Tranche, Borrower shall make a LIBO Rate or Base Rate election by delivering a Rate Election Notice before 11:00 a.m. (Central time) on the second Business Day prior to the Borrowing Date; provided, however, no more than one LIBO Rate Tranche for the Facility shall be outstanding at any one time. The LIBO Rate shall remain fixed for each LIBO Rate Tranche until the next LIBOR Period commences. Borrower may elect, by designation on a Rate Election Notice (i) to convert a LIBO Rate Tranche or any portion thereof into a Base Rate Tranche, (ii) to continue any LIBO Rate Tranche or any portion thereof for an additional LIBOR Period, as designated in the Rate Election Notice, or (iii) to convert a Base Rate Tranche or any portion thereof to a LIBO Rate Tranche. For purposes of the immediately preceding sentence, the amount of any “portion” shall be $1,000,000 or a multiple thereof. In the event Borrower fails to notify Lender that Borrower desires to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall be deemed to have elected to continue the LIBO Rate Tranche in question for an additional LIBOR Period. Any Rate Election Notice delivered by Borrower shall be irrevocable and may not be modified in any way without the prior, written approval of Lender. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the last day of the next preceding LIBOR Period. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained herein, if an Event of Default occurs or Borrower fails to comply with any of the conditions set forth in Section 3.3 , all LIBO Rate Tranches will convert to Base Rate Tranches upon the expiration of the LIBOR Periods therefor. The conversion of a LIBO Rate Tranche to a Base Rate Tranche pursuant to a description in a Rate Election Notice shall only occur on the last Business Day of the LIBOR Period relating to such LIBO Rate Tranche. Lender is hereby authorized to rely upon Instructions, Rate Election Notices and other written communications concerning the Facility delivered by any authorized officer of Borrower, including Denis K. Sheahan and Robert D. Cozzone, and any other officer designated on a Notice of Authorized Borrowers, delivered by Borrower pursuant to Section 3.2.8 and from time to time thereafter.

           2.6.2. Interest Payments . Subject to Section 2.6.3 and except as otherwise expressly provided in the Subordinated Debenture, interest accrued (a) on the initial Borrowing Tranche shall be payable by Borrower in arrears on the last day of each March, June, September and December, beginning September 30, 2008, and on August 27, 2013, (b) on each LIBO Rate Tranche shall be payable by Borrower in arrears on the last day of each LIBOR Period and on the Maturity Date, and (c) on each Base Rate Tranche or any other outstanding amount of the Facility shall be payable by Borrower in arrears on the last day of each March, June, September and December, and on the Maturity Date.

           2.6.3. Default Interest . Notwithstanding the rates of interest and the payment dates specified in this Section 2.6 , effective immediately upon the occurrence and during the continuance of any Event of Default, the principal balance of the Facility then outstanding and, to the extent permitted by applicable law, any interest payments not paid within five days after the same becomes due shall bear interest payable upon demand at a rate which is 3% per annum in excess of the rate of interest otherwise payable under this Agreement (the “ Default Rate ”). Notwithstanding anything to the contrary set forth in this Section 2.6.3 or elsewhere in this Agreement, the Default Rate shall only apply with respect to an

Event of Default relating to the Subordinated Debt if such Event of Default is one with respect to which Lender would be entitled to declare the Subordinated Debenture immediately due and payable pursuant to Section 8.1.2 . In addition, all other amounts due Lender (whether directly or for reimbursement) under this Agreement or any of the other Transaction Documents, if not paid when due or, in the event no time period is expressed, if not paid within five days after written notice from Lender that the same has become due, shall thereafter bear interest at the foregoing Default Rate. Finally, any amount due on the Maturity Date which is not then paid shall also bear interest thereafter at the Default Rate.

           2.6.4. Computation of Interest . Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest accrues and a year of 360 days. In computing interest, the date of funding shall be included and the date of payment (with respect to the amount timely paid on such date) shall be excluded; provided, however, that if any funding is repaid on the same day on which it is made, one day’s interest shall be paid thereon. The parties hereto intend to conform strictly to applicable usury laws as in effect from time to time during the term of the Facility. Accordingly, if the transaction contemplated hereby would be usurious under applicable law (including the laws of the United States of America or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this Agreement or the Subordinated Debenture, Borrower and Lender agree that the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under or in connection with this Agreement shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to Borrower by Lender (or if such consideration shall have been paid in full, such excess refunded to Borrower by Lender).

      2.7. Certain Provisions Regarding LIBO Rate Tranches .

           2.7.1. Changes; Legal Restrictions . In the event the adoption of or any change in any law, treaty, rule, regulation, guideline or the interpretation or application thereof by a Governmental Agency (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) either (a) subjects Lender to any tax (other than income taxes or franchise taxes not specifically based on loan transactions), duty or other charge of any kind with respect to any LIBO Rate Tranche or changes the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable in connection with a LIBO Rate Tranche, or (b) imposes on Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date of this Agreement (other than income taxes or franchise taxes not specifically based on loan transactions), and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining any LIBO Rate Tranches or to reduce any amount receivable thereunder; then, in any such case, Borrower shall promptly pay to Lender, as applicable, upon demand, such amount or amounts as may be necessary to compensate Lender for any such additional cost incurred or reduced amounts received.

           2.7.2. LIBO Rate Lending Unlawful . If Lender shall determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding in the absence of readily demonstrable error) that the adoption of or any change in any law, treaty, rule, regulation, guideline or in the interpretation or application thereof by any Governmental Agency makes it unlawful for Lender to make or maintain any LIBO Rate Tranche, (a) the obligation of Lender to make or continue any LIBO Rate Tranche shall, upon such determination, forthwith be suspended until Lender shall notify Borrower that the circumstances causing such suspension no longer exist, and (b) if required by such law, treaty, rule, regulation, guideline or interpretation or application thereof, all LIBO Rate Tranches shall automatically convert into Base Rate Tranches.

           2.7.3. Unascertainable Interest Rate . If Lender shall have determined in good faith that adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Tranches, then, upon notice from Lender to Borrower, the obligations of Lender to make or continue LIBO Rate Tranches shall forthwith be suspended, and thereafter the Facility shall continue as a Base Rate Tranche until Lender shall notify Borrower that the circumstances causing such suspension no longer exist. Lender will give such notice when it determines, in good faith, that such circumstances no longer

exist; provided, however, that Lender shall not have any liability with respect to any delay in giving such notice.

           2.7.4. Funding Losses . In the event Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by Lender to make or maintain any LIBO Rate Tranche) as a result of any continuance, conversion, repayment or prepayment of the principal amount of, or failure to make or termination of, any LIBO Rate Tranche on a date other than the scheduled last day of the LIBOR Period applicable thereto, then, upon the written notice of such from Lender to Borrower, Borrower shall reimburse Lender for such loss or expense within three Business Days after receipt of such notice. Such written notice (which shall include calculations in reasonable detail) shall be conclusive and binding in the absence of readily demonstrable error.

           2.7.5. Additional Interest on LIBO Rate Tranches . So long as and to the extent Lender shall be required under regulations of the FRB to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in the definition of Reserve Percentage), and Lender’s performance under this Agreement shall have given rise to additional reserve requirements for Lender thereunder, Borrower shall pay to Lender additional interest on the unpaid principal amount of each LIBO Rate Tranche. Such additional interest shall accrue from the later of the date such reserve requirement commences and the date of the first disbursement under such LIBO Rate Tranche until the earlier of the date such reserve requirement ends and the date the principal amount of such LIBO Rate Tranche is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (a) the LIBO Rate for the LIBOR Period for such LIBO Rate Tranche from (b) the rate obtained by dividing the LIBO Rate by a percentage equal to 100% minus the Reserve Percentage as in effect from time to time during such LIBOR Period. Lender shall, as soon as practicable but not later than the last day of the LIBOR Period, provide notice to Borrower of any such additional interest arising in connection with such LIBO Rate Tranche and the certification of Lender that the additional amount is due and that the additional reserve requirement is applicable to such LIBO Rate Tranche. Such additional interest shall be payable directly to Lender on the dates specified herein for payment of interest. The calculation of such additional interest shall be made by Lender and provided to Borrower in writing and shall be conclusive and binding in the absence of readily demonstrable error.

           2.7.6. Notice of Changes or Increased Costs Relating to LIBO Rate Tranches . Lender agrees that, as promptly as reasonably practicable after it becomes aware of the occurrence of an event or the existence of a condition which would cause it to be affected by any of the events or conditions described in this Section 2.7 , it will notify Borrower of such event and the possible effects thereof, provided that the failure to provide such notice shall not affect Lender’s rights to reimbursement provided for herein. The parties agree and acknowledge that Sections 2.7.4 and 2.7.5 hereof shall not apply in the first five (5) years of the Facility or thereafter so long as the Borrower elects the Base Rate borrowing option hereunder

      2.8. Payments . Borrower agrees that matters concerning prepayments, payments and application of payments shall be in accordance with Lender’s practices set forth in this Agreement and in the other Transaction Documents.

           2.8.1. Prepayment . Except as set forth in Section 2.9 and Section 5.6 , the Subordinated Debenture may not be prepaid in any amount or at any time prior to August 27, 2013. Subject to Section 2.7.4 hereof, at any time after August 27, 2013, Borrower shall have the right to prepay, without penalty, all or a portion of the principal amount outstanding under the Subordinated Debt, on the following terms and conditions: (a) Borrower shall give Lender at least three Business Days’ prior written notice to Lender of its intent to make each prepayment; (b) each partial prepayment shall be in a minimum aggregate amount of $1,000,000 or any larger integral multiple of $1,000,000; and (c) each prepayment shall be made in immediately available funds and shall be made by paying the principal amount to be prepaid, together with unpaid accrued interest thereon to the date of prepayment. Borrower is required under regulations of the FDIC to obtain prior FDIC approval before making any payment (including payment at maturity or pursuant to an acceleration clause or redemption prior to maturity).

Lender shall have no responsibility to verify whether Borrower has obtained FDIC approval for any such payment.

           2.8.2. Manner and Time of Payment . All payments of principal, interest and fees hereunder payable to Lender shall be made, without condition or reservation of right and free of set-off or counterclaim, in U.S. dollars and by wire transfer (pursuant to Lender’s written wire transfer instructions) of immediately available funds delivered to Lender not later than 11:00 a.m. (Central time) on the date due. Funds received by Lender after that time and date shall be deemed to have been paid on the next succeeding Business Day.

           2.8.3. Payments on Non-Business Days . Whenever any payment to be made by Borrower hereunder shall be stated to be due on a day which is not a Business Day, payments shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder.

           2.8.4. Application of Payments . All payments received by Lender from or on behalf of Borrower shall be applied first to amounts due to Lender to reimburse Lender’s costs and expenses, including those pursuant to Section 5.5 or Section 8.5 , second to accrued interest under the Subordinated Debenture, and third to principal amounts outstanding under the Subordinated Debenture; provided, however, subject to Section 8.1.2 of this Agreement, that after the date on which the final payment of principal with respect to the Facility is due or following and during any Event of Default, all payments received on account of Borrower’s Liabilities shall be applied in whatever order, combination and amounts as Lender, in its sole and absolute discretion, decides, to all costs, expenses and other indebtedness owing to Lender. No amount paid or prepaid under the Subordinated Debenture may be reborrowed.

      2.9. Capital Adequacy . If Lender shall reasonably determine that the application or adoption of any law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy, or any change therein or in the interpretation or administration thereof, whether or not having the force of law (including application of changes to Regulation H and Regulation Y of the FRB issued by the FRB on January 19, 1989 and regulations of the Comptroller of the Currency, Department of Treasury, 12 CFR Part 3, Appendix A, issued by the Comptroller of the Currency on January 27, 1989) increases the capital required or expected to be maintained by Lender or any person or entity controlling Lender, and such increase is based upon the existence of Lender’s obligations hereunder and under other commitments of this type, then, within 10 days after demand from Lender, Borrower shall pay to Lender, from time to time, such amount or amounts as will compensate Lender or such controlling person or entity, as the case may be, for such increased capital requirement. The determination of any amount to be paid by Borrower under this Section 2.9 shall take into consideration the policies of Lender or of any Person controlling Lender with respect to capital adequacy and shall be based upon any reasonable averaging, attribution and allocation methods. A certificate of Lender setting forth the amount or amounts as shall be necessary to compensate Lender as specified in this Section 2.9 shall be delivered to Borrower and shall be conclusive and binding in the absence of readily demonstrable error. Lender agrees and acknowledges that in the event that Lender undertakes to exercise its rights under this Section 2.9, Borrower shall be entitled, subject to receipt of any required regulatory approvals, to prepay the Facility, in whole but not in part, at any time within the ninety (90) day period following Borrower’s receipt of the certificate described above. In the event that Borrower timely prepays the Facility in whole within such ninety (90) day period, such amounts shall not be payable to Lender, and Borrower shall not be responsible for any prepayment fee, penalty or other costs.

3. DISBURSEMENTS .

      3.1. Initial Disbursement . At such time as all of the terms and conditions set forth in Sections 3.2 and 3.3 have been satisfied by Borrower and Borrower has executed and delivered to Lender each of the Transaction Documents and any other related documents in form and substance satisfactory to Lender, in its sole and absolute discretion, Lender shall disburse to Borrower the Initial Disbursement under the Subordinated Debenture, as set forth in the Instructions, which shall be delivered to Lender at least one Business Day prior to the date of the Initial Disbursement.

      3.2. Conditions Precedent to Initial Disbursement . Lender’s obligation to purchase the Subordinated Debenture and disburse the Initial Disbursement is subject to the satisfaction of the following conditions precedent:

           3.2.1. Documents . In conjunction with and as additional (but independent) supporting evidence for certain of the covenants, representations and warranties made by Borrower herein, prior to and as a condition of the Initial Disbursement, Borrower shall deliver or cause to be delivered to Lender each of the following documents, each of which shall be in form and substance satisfactory to Lender, in its sole and absolute discretion:

                3.2.1.1. Opinion . An opinion of counsel of Borrower in substantially the form attached as Exhibit C hereto and otherwise satisfactory to Lender, dated the date of the Initial Disbursement.

                3.2.1.2. Transaction Documents . The Transaction Documents, including the Subordinated Debenture.

                3.2.1.3. Authority Documents .

                    (a) A copy, certified by the appropriate secretary of state or Governmental Agency, of the articles of organization of Borrower;

                    (b) A good standing certificate of Borrower issued by the appropriate secretary of state or Governmental Agency;

                    (c) A copy, certified by the Secretary or an Assistant Secretary of Borrower, of the bylaws of Borrower;

                    (d) A copy, certified by the Secretary or an Assistant Secretary of Borrower, of the resolutions of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Subordinated Debenture and the other Transaction Documents; and

                    (e) An incumbency certificate of the Secretary or an Assistant Secretary of Borrower certifying the names of the officer or officers of Borrower authorized to sign this Agreement, the Subordinated Debenture and the other Transaction Documents, together with a sample of the true signature of each such officer (Lender may conclusively rely on such certificate until formally advised by a like certificate of any changes therein).

                3.2.1.4. Regulatory Consents . Copies certified by the Secretary or an Assistant Secretary of Borrower of all documents evidencing all necessary consents, approvals and determinations of any Governmental Agency with respect to the transactions contemplated in the Transaction Documents and any other transactions between Lender and Borrower.

                3.2.1.5. Instructions . The Instructions.

                3.2.1.6. Notice of Authorized Borrowers . A Notice of Authorized Borrowers, in substantially the form attached as Exhibit D hereto.

                3.2.1.7. Authorization to Debit Account . An Authorization to Debit Account, in substantially the form attached as Exhibit E hereto.

                3.2.1.8. Other Documents . Such other certificates, affidavits, schedules, resolutions, opinions, notes or other documents which are provided for hereunder or as Lender may reasonably request.

           3.2.2. Closing Fee . Borrower shall have paid to Lender a non-refundable closing fee in the amount of $300,000 in immediately available funds, which fee shall be fully earned on the date of the Initial Disbursement.

           3.2.3. Certain Costs of Lender . Borrower shall have reimbursed Lender for certain costs and expenses incurred by Lender to date in connection with the transactions contemplated herein, such as Lender’s attorneys’ fees and expenses, that Borrower is obligated to pay pursuant to Section 5.5 .

           3.2.4. Other Requirements . Borrower shall deliver to Lender such other additional information regarding Borrower, any Subsidiary and their respective assets, liabilities (including any liabilities arising from, or relating to, legal proceedings) and contracts as Lender may reasonably request.

      3.3. Conditions to Renewals and Conversions . Each Rate Election Notice submitted by Borrower hereunder shall constitute an affirmation that Borrower has performed, observed and complied with its covenants, conditions and agreements contained herein in all material respects. At any time that any of the following are true, any LIBO Rate Tranches will automatically convert to Base Rate Tranches upon the expiration of the LIBOR Period therefore:

           3.3.1. Default . There exists an Event of Default or Unmatured Event of Default.

           3.3.2. Legislation or Proceedings . Any legislation has been passed or any suit or other proceeding has been instituted, the effect of which is to prohibit, enjoin (or to declare unlawful or improper) or otherwise adversely affect, in Lender’s reasonable judgment, Borrower’s performance of its obligations hereunder, or any litigation or governmental proceeding has been instituted or threatened against Borrower or any Subsidiary or any of their officers or shareholders which, in Lender’s reasonable judgment, has a Material Adverse Effect.

           3.3.3. Material Adverse Effect . There has occurred, in Lender’s reasonable judgment, a Material Adverse Effect since the Borrower 2007 Financial Statements Date.

           3.3.4. Representations and Warranties . Any representation or warranty of Borrower contained herein, or any information set forth in the recitals hereto, that is (a) not qualified as to materiality or Material Adverse Effect is not true and correct in all material respects, or (b) qualified as to materiality or Material Adverse Effect is not true and correct in all respects, in each case on and as of the date of any Borrowing Tranche, with the same effect as though such representations and warranties had been made, or such information had been presented, on and as of such date.

           3.3.5. Approvals . All necessary or appropriate actions and proceedings have not been taken in connection with, or relating to, the transactions contemplated hereby and all documents incident thereto have not been completed and tendered for delivery, in substance and form satisfactory to Lender, including, if appropriate in the opinion of Lender, Lender’s failure to have received evidence of all necessary approvals from Governmental Agencies.

           3.3.6. Other Documents . Lender has not received in substance and form reasonably satisfactory to Lender, all certificates, affidavits, schedules, resolutions, opinions, notes, or other documents which are provided for hereunder or which it may reasonably request.

4. GENERAL REPRESENTATIONS AND WARRANTIES . Borrower hereby covenants, represents and warrants to Lender as follows:

      4.1. Organization and Authority .

           4.1.1. Organization Matters . Borrower is a Massachusetts state-chartered trust company, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all requisite corporate power and authority, and possesses all licenses necessary, to conduct business and activities as presently conducted, own its properties and perform its obligations under this Agreement. The deposit accounts of Borrower are insured by the FDIC to the maximum extent permitted by applicable law. Borrower has not received any notice or other information indicating that Borrower is not an “insured depository institution” as defined in 12 U.S.C. 1813, nor has any event occurred which could reasonably be expected to adversely affect the status of Borrower as an FDIC-insured institution. Borrower and the Subsidiaries have made payment of all franchise and similar taxes in all of the respective jurisdictions in which they are incorporated, chartered or qualified, except for any such taxes (a) where the failure to pay such taxes will not have a Material Adverse Effect, (b) the validity of which is being contested in good faith and (c) for which proper reserves have been set aside on the books of Borrower or any applicable Subsidiary, as the case may be.

           4.1.2. Capital Stock and Related Matters . Section 4.1.2 of the Disclosure Schedule correctly and completely sets forth (a) the state or states in which Borrower conducts its business, and (b) a list of each class of stock of Borrower and the number of authorized and issued and outstanding shares of each class of stock of Borrower. Except as set forth on Section 4.1.2 of the Disclosure Schedule, there is no plan, agreement or understanding providing for, or contemplating, the issuance of any additional shares of capital stock of Borrower. All of the outstanding capital stock of Borrower is owned beneficially and of record by Bancorp and has been duly authorized, legally and validly issued, fully paid and nonassessable. Except as set forth on Section 4.1.2 of the Disclosure Schedule, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Borrower to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Borrower or obligating Borrower to grant, extend or enter into any such agreement or commitment.

           4.1.3. Subsidiaries . Section 4.1.3 of the Disclosure Schedule correctly and completely sets forth a list of all of the Subsidiaries, each of which is directly wholly owned by Borrower. Each Subsidiary is validly existing and in good standing under the laws of its jurisdiction or organization, and each Subsidiary has all requisite power and authority, corporate or otherwise, and maintains all licenses necessary, to conduct its business as presently conducted and own its properties.

      4.2. No Impediment to Transactions .

           4.2.1. Transaction is Legal and Authorized . The borrowing of the principal amount of the Facility, the execution of this Agreement and the other Transaction Documents, and compliance by Borrower with all of the provisions of this Agreement and of the other Transaction Documents are within the corporate and other powers of Borrower. This Agreement and the other Transaction Documents to which Borrower is a party have been duly authorized, executed and delivered by Borrower, and are the legal, valid and binding obligations of Borrower, enforceable in accordance with their terms.

           4.2.2. No Defaults or Restrictions . Neither the execution and delivery of the Transaction Documents nor compliance with their terms and conditions will: (a) violate, conflict with, or result in a material breach of, or constitute a material default under (i) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, charter, bylaw or any other agreement or instrument to which Borrower or any Subsidiary is now a party or by which any of them or any of their properties may be bound or affected, (ii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency, or (iii) any statute, rule or regulation applicable to Borrower; or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower

or any Subsidiary. As of the date of this Agreement, none of Borrower or any Subsidiary is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing indebtedness of any kind or pursuant to which any such indebtedness is issued, or other agreement or instrument to which Borrower or any Subsidiary is a party or by which Borrower or any Subsidiary or their respective properties may be bound or affected.

            4.2.3. Governmental Consent . Except for those listed in Section 4.2.3 of the Disclosure Schedule (which have previously been obtained and delivered pursuant to Section 3.2.1.4 ), no governmental orders, permissions, consents, approvals or authorizations are required to be obtained by Borrower and no registrations or declarations are required to be filed by Borrower in connection with, or in contemplation of, the execution and delivery of, and performance under, this Agreement and the other Transaction Documents.

      4.3. Purposes of the Facility .

           4.3.1. Use of Proceeds . Borrower shall use the proceeds of the Facility for general corporate purposes. The Facility is an exempt transaction under the Truth-in-Lending Act, as amended or recodified. Borrower does not own any “margin security” as such term is defined in Regulation G of the FRB. Borrower will not use any part of the proceeds of the Facility (a) directly or indirectly to purchase or carry any margin security or reduce or retire any indebtedness originally incurred to purchase any such margin security within the meaning of Regulation U of the FRB, or (b) so as to involve Borrower or Lender in a violation of Regulation U of the FRB. Borrower agrees to execute, or cause to be executed, all instruments necessary for this Facility to comply with all of the requirements of Regulation U of the FRB.

           4.3.2. Usury . None of the amounts to be received by Lender as interest under the Subordinated Debenture is usurious or illegal under applicable law.

      4.4. Financial Condition .

           4.4.1. Borrower Financial Statements . Borrower has delivered to Lender copies of the call reports filed by Borrower with state or federal bank regulatory agencies (the “ Borrower 2007 Financial Statements ”) for the 12 months ended December 31, 2007 (the “ Borrower 2007 Financial Statements Date ”). The Borrower 2007 Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and the Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as of, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of the call reports filed by Borrower with state or federal bank regulatory agencies for the period ending June 30, 2008 (the “ Interim Financial Statements ” and together with the Borrower 2007 Financial Statements, the “ Borrower Financial Statements ”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and the Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as of, and for the period ending at, such date, subject to customary year-end adjustments. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have, as of the date of this Agreement, any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

           4.4.2. Absence of Default . As of the date of this Agreement, no event has occurred, which either of itself or with the lapse of time or the giving of notice or both, would give any creditor of Borrower the right to accelerate the maturity of any indebtedness of Borrower for borrowed money. Borrower is not in default under any lease, agreement or instrument, or any law, rule, regulation, order,

writ, injunction, decree, determination or award, non-compliance with which has a Material Adverse Effect.

           4.4.3. Loans . As of the date of this Agreement, each loan having an outstanding balance of more than $1,000,000 and reflected as an asset of Borrower in the Borrower Financial Statements is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or limiting creditors’ rights or equitable principles generally. To Borrower’s best knowledge, as of the date of this Agreement (a) no obligor named therein is seeking to avoid the enforceability of the terms of any loan, and (b) no loan having an unpaid balance (principal and accrued interest) in excess of $1,000,000 is subject to any defense, offset or counterclaim.

           4.4.4. Allowance for Loan and Lease Losses . The allowance for loan and lease losses shown in the Borrower Financial Statements has been established in a manner consistent with past practices and in accordance with applicable regulatory guidelines and as of the date of this Agreement, is adequate in all respects to provide for losses, net of recoveries relating to loans previously charged off, on loans and leases outstanding as of the date of such statements or reports.

           4.4.5. Solvency . After giving effect to the consummation of the transactions contemplated by this Agreement, Borrower has capi