Schedule 3.1(c)

-

Qualification

Schedule 3.1(d)

-

Capitalization of Company

Schedule 3.1(e)

-

Subsidiaries

Schedule 3.4

-

No Violation

Schedule 3.5(a)

-

Company Financial Statements

Schedule 3.5(b)

-

UNB Financial Statements

Schedule 3.6

-

Reports and Examinations

Schedule 3.7(b)

-

Tax Returns Filed

Schedule 3.7(d)

-

Tax Audits

Schedule 3.7(e)

-

Affiliated Group

Schedule 3.8

-

Absence of Certain Changes

Schedule 3.9

-

Absence of Undisclosed Liabilities

Schedule 3.10

-

No Litigation

Schedule 3.11(a)

-

Compliance with Laws and Orders

Schedule 3.11(b)

-

Licenses and Permits

Schedule 3.11(c)

-

Environmental Matters

Schedule 3.12(a)

-

Liens

Schedule 3.12(b)

-

Real Property

Schedule 3.13

-

Insurance

Schedule 3.14

-

Contracts and Commitments

Schedule 3.17(a)

-

Employee Benefit Plans

Schedule 3.17(f)

-

Controlled Group

Schedule 3.18

-

Employees; Compensation

Schedule 3.19

-

Trade Rights

Schedule 3.20(a)

-

Contracts with Affiliates

Schedule 3.20(c)

-

Obligations Involving Affiliates

Schedule 3.23(a)

-

Certain UNB Loans

Schedule 3.23(b)

-

Affiliate Loans

Schedule 3.26

-

Share Purchases

Schedule 5.4

-

Regulatory Approvals

Schedule 6.2

-

Conduct of Business

Schedule 7.5

-

Non-Bank Assets

*

The above Schedules and Exhibit A (form of Opinion of Cline, Williams, Wright, Johnson & Oldfather, L.L.P.) are omitted in accordance with Item 601(b)(2) of Regulation S-K. TierOne Corporation will furnish a copy of any omitted Schedule and/or the omitted Exhibit to the Securities and Exchange Commission supplementally upon request.

        (i) Within fifteen (15) days after the Closing Date, Buyer shall deliver to the Shareholder’s Agent a balance sheet of Company (parent company only) as of the Closing Date, prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”) (except as specified on Schedule 3.5.(a) ) from the books and records of Company, on a basis consistent with GAAP theretofore followed by Company in the preparation of the Recent Balance Sheet (as defined herein). The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Company (at the parent company level only) at the Closing Date and by a report (1) setting forth the Adjustment Amount reflected in the balance sheet, stating by whom to be paid, and (2) stating that (a) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (b) the balance sheet has been prepared in accordance with GAAP, on a basis consistent with the accounting principles theretofore followed by Company.

        (ii) Within fifteen (15) days following the delivery of the balance sheet referred to in (i) above, the Shareholders’ Agent may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or the Shareholders’ Agent pursuant to Section 2.1(c)  hereof. Any such objection shall be made in writing and shall state the Shareholders’ Agent’s determination of the Adjustment Amount.

        (iii) In the event of a dispute or disagreement relating to the balance sheet or schedules which Buyer and the Shareholders’ Agent are unable to resolve, either Party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the “ Third Accounting Firm”) to be mutually selected by the Shareholders’ Agent and Buyer or, if no agreement is reached, by Buyer’s accountants and Shareholders’ accountants. The Third Accounting Firm shall make a resolution of the balance sheet of Company as of the Closing Date and the calculation of the Adjustment Amount, which shall be final and binding for purposes of this Article 2 . The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared equally by Buyer and the Shareholders’ Agent (ratably for the accounts of the Shareholders).

        (iv) Buyer agrees to permit the Shareholders’ Agent and his respective representatives, during normal business hours, to have reasonable access to, and to examine and make copies of, all books and records of Company, including but not limited to the books, records, schedules, work papers and audit programs of Buyer, which documents are necessary to review the balance sheet delivered by Buyer in accordance with Section 2.3(c)(i) .

        (v) The balance sheet of Company as of the Closing Date as determined in accordance with this Article 2 is herein referred to as the Final Closing Balance Sheet. The Adjustment Amount contemplated by Section 2.1.(c) shall likewise be finally determined in accordance with this Article 2 .

        (a) Organization . Company is (i) a corporation duly organized, validly existing and in good standing under the laws of the State of Nebraska and (ii) registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.

        (b) Corporate Power . Company has all requisite corporate power and authority to own, operate and lease its assets, to carry on its business as and where such is currently being conducted, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Company pursuant hereto and to carry out the transactions contemplated hereby and thereby.

        (c) Qualification . Company is duly licensed or qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the character of the assets owned or leased by it, or the nature of its business, makes such licensing or qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect (as defined herein). Schedule 3.1(c) sets forth a true, correct and complete list of the jurisdictions in which Company is duly licensed or qualified to do business as a foreign corporation. As used in this Agreement, the term “Material Adverse Effect” shall mean any change in, or effect on, or series of related changes in, or related effects on, the business of Company or UNB as commonly conducted by Company and UNB, taken as a whole, that would have a material and adverse effect on the condition, financial or otherwise, assets, Liabilities (as defined herein), business, prospects or operations of Company or UNB.

        (d) Capitalization of Company . The authorized capital stock of Company consists entirely of (i) 1,001,000 shares of common stock, of which 1,000,000 shares are designated as Class “A” Common Stock, Ten Cents ($0.10) par value, and 1,000 shares are designated as Class “B” Common Stock, Ten Dollars ($10) par value, and (ii) 50,000 shares of preferred stock, One Hundred Dollars ($100) par value. No shares of such capital stock are issued or outstanding except for 484,011 shares of Class “A” Common Stock of Company, which are owned of record and beneficially by Shareholders in the respective numbers set forth in Schedule 3.1.(d) . All Shares are validly issued, fully paid and nonassessable. There are no (i) securities convertible into or exchangeable for any capital stock or other securities of Company, (ii) options, warrants or other rights to purchase or subscribe to capital stock or other securities of Company or securities that are convertible into or exchangeable for capital stock or other securities of Company or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other securities of Company, any such convertible or exchangeable securities or any such options, warrants or other rights other than the Stock Restriction and Purchase Agreement, dated as of January 29, 1992, between Company and the Shareholders (the “ Stock Restriction Agreement ”).

        (e) Subsidiaries . Schedule 3.1(e) contains a true, correct and complete list of the name, jurisdiction of incorporation or organization, capitalization and ownership of each corporation, limited liability company, partnership or other entity of which in excess of five percent (5%) of the capital stock or other equity or ownership interests are directly or indirectly owned by Company. As reflected on Schedule 3.1(e) , the only direct or indirect subsidiaries of Company are UNB and United Arizona Bank.

        (f) Capitalization of UNB . The authorized capital stock of UNB is $10,000,000 represented by 100,000 shares of capital stock, $100 par value. No shares of such capital stock of UNB are issued or outstanding except for 100,000 shares of capital stock (“ UNB Shares ”), which are owned of record and beneficially by Company free and clear of any Liens (as defined herein) other than two director qualifying shares held by Greg and Diane Stine, which director qualifying shares shall be reacquired and owned by Company free and clear of any Liens on or prior to the Closing Date. All UNB Shares are validly issued, fully paid and nonassessable, except as set forth in Nebr. Rev. Stat. § 8-1117 (Reissue 1997). There are no (i) securities convertible into or exchangeable for the capital stock or other equity or ownership interests of UNB; (ii) options, warrants or other rights to purchase or subscribe to capital stock or other equity or ownership interests of UNB or securities that are convertible into or exchangeable for capital stock or other equity or ownership interests of UNB; or (iii) contracts, commitments or agreements relating to the issuance, sale or transfer of any capital stock or other equity or ownership interests of UNB, any such convertible or exchangeable securities or any such options, warrants or other rights other than Director’s Repurchase Agreements relating to director qualifying shares.

        (g) Organization of UNB . UNB is a state banking corporation duly organized, validly existing and in good standing under the laws of the State of Nebraska. UNB (i) is duly authorized to conduct a general banking business, subject to the supervision of the Nebraska Department of Banking and Finance and the Federal Deposit Insurance Corporation (“ FDIC ”); (ii) is an insured bank as defined in the Federal Deposit Insurance Act; and (iii) possesses and is in full compliance with all licenses, franchises, permits, and other governmental authorizations that are legally required for UNB to engage in the business and activities now conducted by it.

        (a) Financial Statements of Company . Included as Schedule 3.5(a) are consolidated financial statements of Company (collectively, the “ Company Financial Statements ”) consisting of the consolidated audited financial statements (including consolidated balance sheets and statements of earnings, shareholders’ equity and cash flows) of Company for each of the fiscal years ended December 31, 2001, 2002 and 2003 (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinions of BKD, LLP, independent accountants for Company for such years (the consolidated unaudited balance sheet of Company as of December 31, 2003 is referred to herein as the “ Recent Balance Sheet ”). The Company Financial Statements (A) are true, correct and complete in all material respects; (B) are prepared from and consistent with such financial statements as have been prepared and used by Company in the ordinary course of managing its business and measuring and reporting its operating results, except as set forth in Section 8.7.(a) ; (C) are, except as otherwise set forth on Schedule 3.5.(a) and in Section 8.7.(a) , prepared in accordance with GAAP applied on a consistent basis and with the books and records of Company; and (D) fairly present the assets, Liabilities (as defined herein), financial position, results of operations and cash flows of Company as of the dates and for the periods indicated.

        (b) Financial Statements of UNB . Included as Schedule 3.5.(b) are financial statements of UNB (collectively, the “ UNB Financial Statements ”) consisting of (i) Consolidated Reports of Condition and Income of UNB as of December 31, 2003, together with the related Report of Income for the period then ended, as included in the call report of UNB as of said date as filed with the FDIC, and (ii) the audited financial statements (including balance sheets and statements of earnings, shareholders equity and cash flows) of UNB for each of the fiscal years ended December 31, 2002 and 2003 (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinion of BKD, LLP, independent auditors of the Bank for such years. The UNB Financial Statements (i) are true, correct and complete in all material respects; (ii) were prepared from and are consistent with such financial statements as have been prepared and used by UNB in the ordinary course of managing its business and measuring and reporting its operating results, except as set forth in Section 8.7.(a) ; (iii) have been prepared in accordance with the applicable regulations and standards of the FDIC and have been prepared in accordance with GAAP (except as otherwise provided in Schedule 3.5(a) and as set forth in Section 8.7(a) ) applied on a consistent basis and with the books any records of the Company; and (iv) fairly present the assets, Liabilities, financial position and results of operations of UNB as of the date and for the periods indicated.

        (a) Definition of Taxes . In this Agreement, the terms “ Tax ” or “ Taxes ” mean any income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, turnover, excise, natural resources, occupation, environmental, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, or other tax, duty, levy, charge or impost of any kind whatsoever imposed by any governmental entity, including any interest, penalty, or addition thereto, whether disputed or not. The term “ Tax Return ” means any return, declaration, report, claim for refund, information return or other document (including any related or supporting schedules, statements or information) relating to Taxes, including any amendment thereof.

        (b) Tax Returns Filed . Except as set forth on Schedule 3.7(b) , all Tax Returns required to be filed on or before the Closing Date by or on behalf of Company and UNB have been timely filed. All such Tax Returns were, when filed, correct and complete in all material respects, and the Taxes shown as due thereon were paid. Except as set forth on Schedule 3.7(b) , neither Company nor UNB is currently the beneficiary of any extension of time within which to file any Tax Return. Company has delivered to Buyer true and complete copies of all federal and state income Tax Returns filed by Company and UNB for Tax periods ending on or after December 31, 1999. Company and UNB have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor, or other third party. There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of Company or UNB.

        (c) Unpaid Taxes . As of the date of the Recent Balance Sheet and as of the Closing Date, the unpaid Taxes of Company and UNB did not and will not exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Recent Balance Sheet and the Taxes accrued in the ordinary course of business by Company and UNB consistent with past custom and practice from January 1, 2004 to the Closing Date, respectively. Since the date of the Recent Balance Sheet, neither Company nor UNB has incurred any Liability for Taxes arising from any extraordinary gains or losses (other than in connection with the dispositions described in Section 7.5 ) outside the ordinary course of business consistent with past custom and practice of Company and UNB.

        (d) Tax Audits . Schedule 3.7(d) indicates those Tax Returns of Company and UNB for Tax periods ending on or after December 31, 1999 that have been audited by the Internal Revenue Service or by any other Tax authority. Except as set forth in Schedule 3.7(d) , neither Company nor UNB has received from any Tax authority with respect to Tax periods ending on or before December 31, 1999: (i) any notice of underpayment of Taxes or other deficiency, or notice of proposed adjustment; (ii) any request for information relating to Taxes; or (iii) any notice indicating an intent to commence an audit. Company has delivered to Buyer true and complete copies of all Tax examination reports, notices of underpayment of Taxes, and statements of deficiencies assessed against or agreed to by Company or UNB since December 31, 1999. No claim has been made by a Tax authority in a jurisdiction where any of Company and UNB has not filed Tax Returns that Company or UNB is or may be subject to taxation by that jurisdiction. Except as set forth in Schedule 3.7(d) , neither Company nor UNB has waived any statute of limitations with respect to Taxes, or has agreed to an extension of time with respect to a Tax assessment or deficiency.

        (e) Affiliated Group . Neither Company nor UNB has ever been a member of an affiliated group of corporations that filed a consolidated federal income Tax Return, other than a group the common parent of which was Company.

        (f) No Requirement to Withhold under Section 1445 . Neither Company nor UNB is, or has been at any time within the five (5) years preceding the Closing Date, a “United States real property holding corporation” within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended (the “Code”).

        (g) Certain Pre-Closing Date Transactions . Neither Company nor UNB will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (1) change in method of accounting for a Tax Period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) or (2) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) executed on or prior to the Closing Date.

        (h) Other . Except as set forth in Schedule 3.7(h) , neither Company nor UNB has within the five (5) years preceding the date of this Agreement, (1) filed any consent or agreement under Section 341(f) of the Code, (2) applied for any Tax ruling, (3) entered into a closing agreement or advance pricing agreement with any Tax authority, (4) filed an election under Section 338(g) or Section 338(h)(10) of the Code (or has taken any action that would result in any income Tax liability to Company or UNB as a result of a deemed election within the meaning of Section 338(e) of the Code), (5) made any payments, or been a party to an agreement (including this Agreement) that under any circumstances could obligate it to make payments, that are not deductible because of Section 280G or Section 162(m) of the Code (or any corresponding or similar provision of state, local, or foreign Tax law), or (6) entered into any Tax allocation, indemnity, or sharing agreement.

        (a) No Adverse Change . Any Material Adverse Effect on Company or UNB other than as a result of changes or effects generally affecting the industry of Company and UNB or the economy of the United States generally.

        (b) No Damage . Any material loss, damage or destruction, whether covered by insurance or not, relating to or affecting the business, assets or Liabilities of Company or UNB.

        (c) No Increase in Compensation . Any increase (other than the normal annual salary increases effective in January 2004, which increases were made in the ordinary course of business consistent with past practice and which are reflected on Schedule 3.18 ), in the compensation, salaries, commissions or wages payable or to become payable to any employees or agents of Company or UNB, including any bonus or other employee benefit granted, made or accrued in respect of such employees or agents, or any increase in the number of such employees or agents (including any such increase or change pursuant to any Employee Plan/Agreement (as defined herein) or other commitment).

        (d) No Labor Disputes . Any labor dispute or disturbance relating to or affecting Company or UNB, other than routine individual grievances that, individually or in the aggregate, would not have a Material Adverse Effect.

        (e) No Distributions or Other Payments . Any declaration, setting aside or payment of any dividend or other distribution in respect of either Company’s or UNB’s capital stock (except (i) for the Two Dollars ($2.00) per share dividend paid by Company in January 2004 and (ii) any dividend that UNB may declare and pay prior to the Closing to Company of up to the amount (not to exceed Eight Hundred Thousand Dollars ($800,000)) by which UNB’s Net Worth (as defined herein) at December 31, 2003 exceeded Forty-Five Million Dollars ($45,000,000)); any redemption, purchase or other acquisition by Company of any capital stock of Company, or any security relating to such capital stock; any other payment of any kind to any of Company’s shareholders, except for regular payments of base salary, benefits under Employee Plans/Agreements (as defined herein) applicable to Company employees generally and reimbursement of expenses in accordance with Company’s expense reimbursement policy; or any other payment, transfer or other distribution of cash from UNB to Company (not in respect of the capital stock of Company or UNB) other than pursuant to and in accordance with the Tax Sharing Agreement, dated January 12, 1999, between UNB and Company, which payments, transfers or distributions after the date of this Agreement shall have been approved in advance by Buyer, which approval shall not be unreasonably withheld.

        (f) No Increase in Affiliate Obligations . Any increase in Company’s investment in or receivable from any Affiliate of Company, other than increases in the ordinary course of business consistent with past practice.

        (g) No Disposition of Property . Any sale, lease, grant or other transfer or disposition of any assets of Company or UNB, except for in the ordinary course of business.

        (h) No Indebtedness . Any indebtedness for borrowed money incurred, assumed or guaranteed by Company or UNB, except for liabilities for deposit accounts incurred by UNB in the ordinary course of business consistent with past practices.

        (i) No Liens . Any Liens made on any assets or properties of Company or UNB other than Permitted Exceptions (as defined herein). As used herein, “Liens” means any mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, conditions, reservations, encroachments, hypothecations, equities, restrictions, rights-of-way, contingent liabilities, exceptions, limitations, charges, possibilities of reversion, rights of refusal or encumbrances of any nature whatsoever, including voting trusts or agreements, proxies and marital or community property interests. As used herein, “ Permitted Exceptions ” shall mean (i) mechanic’s, materialman’s, warehouseman’s and carrier’s liens and purchase money security interests arising in the ordinary course of business; (ii) liens for Taxes not yet payable that have been sufficiently accrued or reserved against in the Recent Balance Sheet; (iii) liens for Taxes, assessments and charges and other claims, the validity of which Company or UNB is contesting in good faith by appropriate proceedings; (iv) zoning, entitlement, building, and other land use regulations; (v) covenants, conditions, restrictions, easements and other similar matters of record; (vi) liens for worker’s compensation, unemployment insurance and other such benefits incurred in the ordinary course of business; and (vii) immaterial imperfections of titles, liens, security interests, claims and other immaterial charges and encumbrances that do not affect the merchantability of title.

        (j) No Amendment of Contracts, Rights . Any entering into, amendment or early termination of any Contract relating to employment to which Company or UNB is a party, or any entering into, amendment or early termination of any material Contract or any Employee Plan/Agreement (other than the Employment Security and Severance Plan set forth on Schedule 3.14 ) to which Company or UNB is a party, or any release or waiver of any material claims or rights under any Contract to which Company or UNB is a party, other than in the ordinary course of business. As used herein, the term “ Contracts ” shall including any oral or written contracts, licenses, leases or other agreements, commitments, arrangements or understandings.

        (k) Discharge of Obligations . Any discharge, satisfaction or agreement to satisfy or discharge any Liability of Company or UNB, other than the discharge or satisfaction in the ordinary course of business of current Liabilities reflected on the face of the Recent Balance Sheet and current Liabilities incurred since the date of the Recent Balance Sheet in the ordinary course of business.

        (l) Deferral of Liabilities . Any deferral, extension or failure to pay any of the Liabilities of Company as when the same become due or any allowance of the level of the Liabilities of Company to increase in any material respect or any prepayment of any of the Liabilities of Company.

        (m) Accounting Principles . Any material change in Company’s financial or Tax accounting principles or methods, except to the extent required by GAAP and except as described in Section 8.7(a) .

        (n) No Unusual Events . Any other event or condition not in the ordinary course of business that relates to or affects the business or assets of Company or UNB that could reasonably be expected to have a Material Adverse Effect on Company or UNB other than events or conditions generally affecting the industry of Company and UNB or the economy of the United States generally.

        (a) Laws and Orders . Except for past violations for which Company or UNB is not subject to any current Liability and cannot become subject to any future Liability and except as set forth in Schedule 3.11(a) , Company and UNB are and have been in compliance with all applicable Laws and Orders, except where the failure to comply would not have a Material Adverse Effect. Except as set forth in Schedule 3.11(a) , neither Company nor UNB has received notice of any violation or alleged violation of any Laws or Orders or is subject to any Liability for any past or continuing violation of any laws or Orders.

        (b) Licenses and Permits . Company and UNB have all licenses, permits, approvals, certifications and consents of all Governmental Entities and all certification organizations required, and all exemptions from requirements to obtain or apply for any of the foregoing, for the conduct of their businesses and the operation of their facilities, except where the lack thereof would not have a Material Adverse Effect. All material licenses, permits, approvals, certifications and consents of Company and UNB are set forth in Schedule 3.11(b) , are in full force and effect and will not be affected or made subject to any loss, limitation or obligation to reapply as a result of the transactions contemplated hereby. Except for past violations for which Company or UNB is not subject to any current Liability and cannot become subject to any future Liability and except as set forth in Schedule 3.11(b) , Company and UNB are and have been in compliance with all such licenses, permits, approvals, certifications and consents.

        (c) Environmental Matters . Without limiting the generality of the foregoing provisions of this Section 3.11 , Company and UNB are and have been in compliance in all material respects with all Environmental Laws. Except as set forth in Schedule 3.11(c) , there is no Litigation nor any demand, claim, hearing, notice of violation or demand letter pending or threatened against Company or UNB relating in any way to the Environmental Laws. To the best knowledge of Company and Shareholders, there is no Litigation pending or threatened against any other person or entity whose Liability therefor may have been retained or assumed by or could be imputed or attributed to Company or UNB relating in any way to any Environmental Laws. To the best knowledge of Company and Shareholders, there are no past or present events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans, including, without limitation past or present events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans on or affecting Real Property currently or formerly owned by Company or UNB, that may (i) interfere with or prevent full compliance or continued full compliance by Company or UNB with all Environmental Laws or (ii) give rise to any Liability or otherwise form the basis of any Litigation, hearing, notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release into the environment, of any Waste. To the best knowledge of Company and Shareholders, neither Company nor UNB is listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws. With respect to each facility in which Company or UNB has held or currently holds indicia of ownership to protect a security interest in the facility, Company and/or UNB have at all times conducted their operations such that they did not “participate in the management of the facility” or otherwise act in a manner such that they would lose their statutory exemption from liability under Section 101(20) (A) of the Federal Comprehensive Environmental Responsibility Cleanup and Liability Act of 1980, as amended, and as further defined in the Environmental Protection Agency’s Final Rule on Lender Liability, 40 C.F.R. Part 300 Subpart L, Sec. 300.1100, 57 FR 18343, April 29, 1992.

As used herein, “Environmental Laws” means all Laws (including common law) relating to pollution, protection of the environment or human health, occupational safety and health or sanitation, including Laws relating to emissions, spills, discharges, generation, storage, leaks, injection, leaching, seepage, releases or threatened releases of Waste into the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Waste, together with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. “Waste” means (i) any petroleum, hazardous or toxic petroleum-derived substance or petroleum product, flammable or explosive material, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, foundry sand or polychlorinated biphenyls (PCBs); (ii) any chemical or other material or substance that is now regulated, classified or defined as or included in the definition of “hazardous substance,” “hazardous waste,” “hazardous material,” “extremely hazardous substance,” “restricted hazardous waste,” “toxic substance,” “toxic pollutant,” “pollutant” or “contaminant” under any Environmental Law, or any similar denomination intended to classify substance by reason of toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any Environmental Law; or (iii) any other chemical or other material, waste or substance, exposure to which is now prohibited, limited or regulated by or under any Environmental Law.

        (a) Marketable Title . Company and UNB have good and marketable fee title or leasehold title (as applicable) to all of their businesses and personal assets (tangible and intangible), free and clear of all Liens (except for Permitted Exceptions). Company’s and UNB’s title to their businesses and personal assets will not be affected by the transactions contemplated hereby, except for the sale by Company of the Non-Bank Assets in accordance with Section 7.5 . None of Company’s or UNB’s personal assets are subject to recovery by any previous owner of such property under any theory of Law or contractual right. Except as set forth in Schedule 3.12(a) , neither Company nor UNB is using any assets or rights that are not owned, licensed or leased by it.

        (b) Real Property . Schedule 3.12(b) sets forth all real property owned, used or occupied by Company or UNB (the “ Real Property ”), except the Company Retreat (as defined herein) and except for the property owned by Company at the intersection of Pima and Cave Creek Road in Cave Creek, Arizona (the “ Cave Creek Property ”). To the best knowledge of Company and Shareholders all of the Real Property is in compliance in all material respects with all Environmental Laws, and there are no conditions existing currently or likely to exist that would subject Company or UNB to damages, penalties, injunctive relief, cleanup costs or any other Liabilities under any Environmental Laws or assertions thereof, or which require or are likely to require cleanup, removal, remedial action or other response pursuant to Environmental Laws by Company or UNB. To the best knowledge of Company and Shareholders, no permits, licenses or approvals are required under Environmental Laws relative to the Real Property, and there are not now nor have there ever been Waste stored, deposited, treated, recycled, used or disposed of on, under or at the Real Property (or tanks or other facilities thereon containing any Waste).

        (c) No Condemnation, Expropriation or Similar Action . Neither the whole nor any portion of the business or assets of Company or UNB is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor, and no such condemnation, expropriation or taking has been planned, scheduled or proposed.

        (a) Real Property Leases . Neither Company nor UNB (whether as lessor or lessee) has any Contracts for the lease or occupancy of Real Property.

        (b) Personal Property Leases . Neither Company nor UNB (whether as lessor or lessee) has any Contracts for the lease or use of personal property involving any remaining consideration, termination charge or other expenditure in excess of Twenty-Five Thousand Dollars ($25,000).

        (c) Contracts for Services . Neither Company nor UNB has a Contract with any officer, employee, agent, consultant or other third party performing similar functions that is not cancelable by Company or the Subsidiary, as appropriate, on notice of not longer than thirty (30) calendar days without liability, penalty or premium of any nature or kind whatsoever, except for the Employment Security and Severance Plan described on Schedule 3.14.(c) .

        (d) Powers of Attorney . Neither Company nor UNB has given a power of attorney or proxy that is currently in effect to any person or entity for any purpose whatsoever.

        (e) Collective Bargaining Agreements . Neither Company nor UNB has a collective bargaining Contract with any unions, guilds, shop committees or other collective bargaining groups.

        (f) Loan Agreements . Neither Company nor UNB has a loan Contract, promissory note, letter of credit or other evidence of indebtedness, as a signatory, guarantor or otherwise, except for loans and letters of credit made by UNB in the ordinary course of business consistent with past practice, which loans and letters of credit need not be listed or described on any schedule.

        (g) Guarantees . Neither Company nor UNB has guaranteed the payment or performance of any person or entity, agreed to indemnify any person or entity (except under Contracts entered into by Company or UNB in the ordinary course of business) or to act as a surety, or otherwise agreed to be contingently or secondarily liable for the obligations of any person or entity except for letters of credit issued by UNB in the ordinary course of business consistent with past practices.

        (h) Governmental Contracts . Neither Company nor UNB has a Contract with any Governmental Entity, except deposits of Governmental Entities and bonds or other evidences held by UNB in the ordinary course of business consistent with past practice.

        (i) Agreements Relating to Company Trade Rights . Neither Company nor UNB has a consulting, development, joint development or similar Contract relating to any of the Company’s rights in, to and under Trade Rights (collectively, “ Company Trade Rights ”). As used herein, “ Trade Rights ” means rights in the following: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names; (ii) all copyrights and all other rights associated therewith and the underlying works of authorship; (iii) all patents and all proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know how, discoveries, improvements, designs, computer source codes, programs and other software (including all machine readable code, printed listings of code, documentation and related property and information), trade secrets, websites, domain names, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all registrations of any of the foregoing, all applications therefor, all goodwill associated with any of the foregoing and all claims for infringement or breach thereof.

        (j) Restrictive Agreements . Neither Company nor UNB has a Contract (i) requiring Company or UNB to assign any interest in any Company Trade Rights, or (ii) prohibiting or restricting Company or UNB or any of their respective employees from competing in any business or geographical area, or soliciting customers or employees, or otherwise restricting it from carrying on any business.

        (k) Other Material Contracts . Neither Company nor UNB has a Contract of any nature involving consideration or other expenditure in excess of Twenty-Five Thousand Dollars ($25,000).

        (a)     Disclosure . Schedule 3.17(a) sets forth a true, correct and complete list of all plans, programs, Contracts, policies and practices providing benefits to any current or former employee, director or independent contractor, or beneficiary or dependent thereof, sponsored or maintained by Company or any ERISA Affiliate, to which Company or any ERISA Affiliate has (since January 1, 2001) contributed, contributes or is obligated to contribute, or under which Company or any ERISA Affiliate had or has any Liability (since January 1, 2001), including any pension, thrift, savings, profit sharing, retirement, bonus, incentive, health, dental, death, accident, disability, stock purchase, stock option, stock appreciation, stock bonus, executive or deferred compensation, hospitalization, “parachute,” severance, vacation, sick leave, fringe or welfare benefits, any employment or consulting Contracts, “golden parachutes,” collective bargaining agreements, “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)), employee manuals, and written or binding oral statements of policies, practices or understandings relating to employment (collectively, the “ Employee Plans/Agreements ”). Except as set forth on Schedule 3.17(a) , no Employee Plan/Agreement is a “multiemployer plan” (as defined in Section 4001 of ERISA), and neither Company nor any ERISA Affiliate has ever contributed nor been obligated to contribute to any such multiemployer plan.

As used herein, “ ERISA Affiliate ” means any entity that is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) of which Company is a member, an unincorporated trade or business under common control with Company (as determined under Section 414(c) of the Code), or a member of an “affiliated service group” (within the meaning of Section 414(m) of the Code) of which Company is a member.

        (b)     Delivery of Documents . Company has delivered to Buyer true, correct and complete copies of the following information with respect to each Employee Plan/Agreement:

        (i) the Employee Plan/Agreement, including all amendments, or if there is not a written plan document, a written summary of the terms and conditions of the Employee Plan/Agreement;

        (ii) the annual report, if required under ERISA, with respect to the Employee Plan/Agreement for each of the previous two (2) plan years;

        (iii) the summary plan description, together with each summary of material modifications, if required under ERISA, with respect to the Employee Plan/Agreement and all material employee communications relating to the Employee Plan/Agreement;

        (iv) if the Employee Plan/Agreement is funded through insurance or a trust, insurance or any third party funding vehicle, the insurance policy or contract of the trust or other funding agreement and the latest financial statements thereof; and

        (v) the most recent determination letter received from the IRS with respect to the Employee Plan/Agreement that is intended to be qualified under Section 401 of the Code and the most recent application, including all schedules and exhibits thereto, for a favorable determination letter.

With respect to each Employee Plan/Agreement for which an annual report has been filed and delivered to Buyer pursuant to subclause (ii) , no material adverse change has occurred with respect to the matters covered by the latest such annual report since the date thereof.

        (c)     Terminations, Proceedings, Penalties, Etc . With respect to each employee benefit plan (including each Employee Plan/Agreement) that is subject to Title IV of ERISA and with respect to which Company, any person or entity that is or at any prior time was aggregated with Company pursuant to Section 414(b), (c), (m) or (o) of the Code or any of their respective assets may, directly or indirectly, be subject to any Liability, contingent or otherwise, or the imposition of any Lien (other than Permitted Exceptions) (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any “complete withdrawal” (as defined in Section 4203 of ERISA) or “partial withdrawal” (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise):

        (i) no such plan has been terminated so as to subject, directly or indirectly, any of Company’s assets to any Liability or the imposition of any Lien under Title IV of ERISA;

        (ii) no proceeding has been initiated or threatened by any person (including the Pension Benefit Guaranty Corporation) to terminate any such plan;

        (iii) no condition or event currently exists or is expected to occur that could subject, directly or indirectly, any of Company’s assets to any Liability or the imposition of any Lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation or to any other person or entity or otherwise on account of the termination of any such plan;

        (iv) if any such plan were to be terminated as of the Closing Date, none of Company’s or UNB’s assets would be subject, directly or indirectly, to any Liability or the imposition of any Lien under Title IV of ERISA;

        (v) no “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan;

        (vi) no such plan that is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and

        (vii) no such plan is a plan described in Section 4064 of ERISA.

        (d)     Prohibited Transactions . There have been no “prohibited transactions” (within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code) for which a statutory or administrative exemption does not exist with respect to any Employee Plan/Agreement, and no event or omission has occurred in connection with which Company or UNB or any of Company’s or UNB’s assets or any Employee Plan/Agreement, directly or indirectly, could be subject to any Liability under ERISA, the Code or any other Law or Order applicable to any Employee Plan/Agreement, or under any Contract, Law or Order pursuant to which Company or UNB has agreed or is required to indemnify any person or entity against any Liability incurred under any such Contract, Law or Order.

        (e)     Full Funding . The funds available under each Employee Plan/Agreement that is intended to be a funded plan exceed the amounts required to be paid, or that would be required to be paid if such Employee Plan/Agreement were terminated, on account of rights vested or accrued as of the Closing Date (using the actuarial methods and assumptions then used by Company’s actuaries in connection with the funding of such Employee Plan/Agreement).

        (f)     Controlled Group; Affiliated Service Group . Except as set forth on Schedule 3.17.(f) , each of Company and UNB is not and never has been a member of a controlled group of corporations (as defined in Section 414(b) of the Code), under common control with any unincorporated trade or business (as determined under Section 414(c) of the Code) or a member of an “affiliated service group” (within the meaning of Section 414(m) of the Code).

        (g)     Payments and Compliance . With respect to each Employee Plan/Agreement, (i) all payments due from the Employee Plan/Agreement (or from Company or UNB with respect to the Employee Plan/Agreement) have been made, and all amounts properly accrued to date as Liabilities that have not been paid have been properly recorded on the books of Company and UNB; (ii) each of Company and UNB has complied with, and the Employee Plan/Agreement conforms in all material respects to, all applicable Laws and Orders; (iii) all reports and information relating to the Employee Plan/Agreement required to be filed with any Governmental Entity or provided to participants or their beneficiaries have been timely filed or disclosed and, when filed or disclosed, were true, correct and complete in all material respects; (iv) each Employee Plan/Agreement that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption; (v) there are no Litigation pending (other than routine Litigation for benefits) or threatened with respect to the Employee Plan/Agreement or against the assets of the Employee Plan/Agreement; and (vi) the Employee Plan/Agreement is not a plan that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.

        (h)     Post-Retirement Benefits . No Employee Plan/Agreement provides and there is no Company or UNB obligation to provide post-retirement or post-termination health or other welfare benefits other than pursuant to Section 4980B of the Code and Sections 601 through 608 of ERISA (“ COBRA ”).

        (i)     No Triggering of Obli