(a)

all loans listed on Exhibit 1.3(a) hereto, and all loans or extensions of credit made from the date of Exhibit 1.3(a) up to the close of business on the Closing Date and attributable to the Branches (the “Pre-Closing Loans”), at their respective outstanding principal amounts plus all accrued but unpaid interest and fees thereon and related unamortized origination costs or fees as of the close of business on the day immediately preceding the Closing Date, together with all security interests, liens, mortgages, guaranties and collateral related thereto, but excluding all loan loss reserves related thereto (all such items collectively, including the Pre-Closing Loans, the “Loans”), as such list shall be updated as of the Closing Date to reflect new loans made attributable to the Branches and to exclude any Loans set forth on Exhibit 1.3(a) hereto that have been repaid in full as to principal and interest prior to the Closing Date; provided , however , that, subject to the discretion of the Purchaser, the Loans shall not include (i) any loans or extensions of credit that, at the Measurement Date or the Closing Date, (A) are on nonaccrual status, (B) are thirty (30) days or more past due, (C) are classified as “substandard,” “doubtful” or “loss” as of the date of the most recent examination of the Seller, has been listed on any “watch list” or similar internal report of the Seller, or, in the reasonable judgment of the Purchaser should be rated watch or lower using the Purchaser’s or the Seller’s rating system in a manner consistent with past practice, (D) have had insurance force-placed, (E) are in connection with a borrower that has filed a petition for relief under the United States Bankruptcy Code prior to the Closing Date or (F) have specific reserves as shown on the Seller’s books and records, (ii) any loans that the Purchaser elects to exclude from the Acquisition upon written notice from the Purchaser to the Seller within sixty (60) days following the date of this Agreement or (iii) any Pre-Closing Loans that the Purchaser elects to exclude from the Acquisition upon written notice from the Purchaser to the Seller within ten (10) calendar days following the Seller notifying the Purchaser of the making of any such Pre-Closing Loan pursuant to Section 1.12(b); provided that the Seller will consult with the Purchaser on any loan proposed to be made following the date of this Agreement (such excluded loans, the “Excluded Loans”);

(b)

(i) all customer files relating to the Loans and the Deposit Liabilities (as hereinafter defined), (ii) all promissory notes, loan agreements, security agreements, pledge agreements, mortgages, guaranties, commitment letters, appraisals, credit reports, titles to collateral, verifications, financial statements, and other loan documents, and any amendments or waivers thereto, relating to the Loans, (iii) all signature cards, account agreements and other deposit account documents relating to the Deposit Liabilities, (iv) all contracts and rental agreements relating to the Seller’s safe deposit box business at the Branches, and (v) such other files, records, documents and instruments as are set forth on Exhibit 1.3(b) hereto;

(c)

all overdrafts associated with all Deposit Liabilities assumed by the Purchaser under Section 1.5 hereof (“Acquired Overdrafts”);

(d)

(i) the Lease Agreements (“Branch Leases”), as listed on Exhibit 1.3(d) hereto under which the Seller leases space (“Leased Property”), with all improvements by the Seller to the Leased Property, and (ii) all fee simple right, title and interest in and to the real property owned by the Seller, as listed on Exhibit 1.3(d) hereto, including the buildings and other improvements thereto (“Owned Real Property”) (the Leased Property and the Owned Real Property are collectively referred to as the “Real Property”);

(e)

all rights, title and interest in and to all personal property, furniture, fixtures, equipment, leasehold improvements, ATM machines (excluding software licensed by the Seller), security systems, safe deposit boxes (excluding the contents thereof), vaults, all non-logo signs, sign framing, structures, posts and other signage infrastructure, all non-logo office supplies and other tangible personal property located at the Branches and owned by the Seller and used at the Branches, as listed on Exhibit 1.3(e) hereto (collectively, the “Fixed Assets”), together with any manufacturer’s warranties thereon which are in effect on the Closing Date and which are assignable to the Purchaser;

(f)

all equipment leases for equipment located in the Branches, all subleases listed on Schedule 3.12 , all assignable operating contracts associated with the Branches (excluding any master contracts which cover other branches of the Seller), and all restrictive covenant agreements with employees of the Branches, as listed on Exhibit 1.3(f ) hereto (the “Assumed Contracts”);

(g)

all petty, teller, ATM and vault cash maintained at the Branches as of the close of business on the Closing Date, the exact amounts of which will be certified by the Seller as of the Closing Date (“Acquired Cash”);

(h)

subject to Section 1.7 hereof, all safe deposit contracts and rental agreements for the safe deposit boxes located at the Branches;

(j)

all prepaid expenses (the “Prepaid Expenses”) reflected on the books of the Seller attributable to the Branches as of the Closing Date, which include, but are not limited to, prepaid FICO assessments and prepaid FDIC insurance premiums, but only to the extent attributable to the Assets or any of the Deposit Liabilities sold, assigned or transferred to or assumed by the Purchaser pursuant to this Agreement and only to the extent relating to periods after the Closing Date; and

(k)

all assets, rights and interests of the Seller relating to the Branches in respect of Fiduciary Relationships related to Deposit Liabilities in respect of IRAs included in the Assets pursuant to Section 2.31.

(a)

all trademarks, service marks, trade names, corporate names (including, without limitation, the names “Old National”, “Old National Bancorp” and “Old National Bank”), copyrights, medallion program stamps, signs, logos, URLs, domain names (and associated e-mail addresses), Internet web sites, proprietary information, stationery, forms, labels, shipping materials, brochures, advertising and marketing materials and other similar property or rights owned by, relating to or referencing the Seller or any of its affiliates;

(d)

all computer, networking and data processing equipment, hardware and software located at or utilized by the Branches, including, without limitation, servers, workstations, personal computers, CRTs, printers, routers, modems, network hubs, data storage media, operating systems, local area networks, custom software and off-the-shelf software;

(b)

the performance of contractual obligations arising, and relating to the period, after the Closing Date under the Loans;

(d)

the Assumed Contracts, other than any Pre-Closing Event Liability related to or in respect of such leases and contracts;

(e)

all safe deposit boxes and all rental agreements and contracts for the safe deposit boxes located at the Branches as of the Closing Date;

(g)

all obligations of the Seller relating to the Branches in respect of Fiduciary Relationships related to Deposit Liability in respect of IRAs included in the Assumed Liabilities pursuant to Section 2.31; and

(h)

all liabilities or obligations which are expressly identified elsewhere in this Agreement as being assumed, performed, discharged or paid by the Purchaser.

(a)

all deposit accounts attributed to the Branches as of the close of business on the Closing Date which are subject to any order, agreement or Encumbrance (other than as reflected in the deposit agreement or certificate) that in any way restricts the payment of funds representing such account on the order of the depositor;

(b)

all deposits attributed to the Branches that secure letters of credit or loans of the Seller that are not being sold or transferred pursuant to this Agreement;

(c)

all liabilities associated with cashier’s checks or other official bank checks and traveler’s checks issued by the Seller at the Branches prior to the Closing Date;

(d)

all assets, rights and interests of the Seller relating to the Branches in respect of Fiduciary Relationships, except for the Deposits in respect of IRAs included in the Assets or Assumed Liabilities as contemplated by Section 2.31 hereof, or to other customer relationships attributable to the Branches not being transferred pursuant to this Agreement; and

(e)

any and all other liabilities and obligations of any kind or nature, whether actual, contingent, disclosed, undisclosed, known or unknown, of the Seller relating to the Branches that are not expressly included in the Assumed Liabilities.

(a)

On and after the Closing Date, the Purchaser shall assume and fully and timely perform and discharge all of the Seller’s obligations with respect to the Seller’s safe deposit box business at the Branches in accordance with the terms and conditions of the contracts or rental agreements related to such safe deposit boxes.

(b)

On the Closing Date, the Seller shall transfer the records related to such safe deposit box business to the Purchaser, and the Purchaser shall maintain and safeguard all such records and be responsible for granting proper access to and protecting the contents of the safe deposit boxes at the Branches.

(c)

All safe deposit box rental payments collected by the Seller before the Closing Date for the respective current rental terms shall be prorated between the parties as of the Closing Date.

(a)

It is understood by the parties hereto that the books and records of the Seller may not be complete as of the Measurement Date and that certain assets and liabilities of the type constituting the Assets and the Assumed Liabilities may not have been included in the Estimated Purchase Price because (a) such Assets and Assumed Liabilities (i) were not posted on the Measurement Date, or (ii) are carried in the Seller’s suspense account; or (b) for other reasons, complete information with respect to the Assets and the Assumed Liabilities was not otherwise available.

(b)

Within fifteen (15) days, following the Closing Date, the Seller will prepare and deliver to the Purchaser a preliminary statement (the “Preliminary Statement”), consistent with the terms of this Agreement, setting forth the payment required by Section 1.09 hereof, and with regard to Loans as described in Section 1.10 hereof, as of the close of business on the Closing Date, and reconciling the payment detailed in the Preliminary Statement to the Estimated Purchase Price.

(c)

The Purchaser will have fifteen (15) days following the Seller’s delivery of the Preliminary Statement to review and respond to the Preliminary Statement. Unless the Purchaser has delivered to Seller a written letter of its disagreement with the Preliminary Statement (the “Notice of Disagreement”) on or prior to 5:00 p.m. (Central Time) on the fifteenth day following the Seller’s delivery of the Preliminary Statement to the Purchaser, the Preliminary Statement will become the Final Statement (as hereinafter defined). If the Notice of Disagreement is delivered in a timely manner, then (i) any amount set forth in the Preliminary Statement as to which the Purchaser has not objected and properly proposed an adjustment in the Notice of Disagreement will be deemed to be accepted and will become part of the Final Statement and (ii) the Preliminary Statement will become the Final Statement on the earlier of (A) the date that Purchaser and the Seller resolve in writing all remaining disputed matters properly specified in the Notice of Disagreement or (B) the date that the Mediator (as hereinafter defined) delivers to the Purchaser and the Seller a copy of the Final Statement and the Adjustment Payment pursuant to Section 1.15(e) hereof. The Notice of Disagreement will (x) set forth in reasonable detail any proposed adjustment to the Preliminary Statement and the basis for such adjustment (including a specific dollar amount and accompanied by a reasonably detailed explanation) and (y) only include disagreements based on mathematical errors or based on the Preliminary Statement not being calculated in accordance with Section 1.15(b) hereof.

(d)

As soon as reasonably practicable, but in any event no later than ten (10) days after the Purchaser’s delivery of the Notice of Disagreement, the Purchaser and the Seller will meet and endeavor to resolve the unaccepted adjustments described in the Notice of Disagreement. If the Purchaser and the Seller reach agreement in writing on such adjustments, the Final Statement will be the Preliminary Statement modified to reflect the adjustments accepted pursuant to Section 1.15(c) hereof and those otherwise agreed to in writing by the parties pursuant to this Section 1.15(d) hereof.

(e)

If the Purchaser and the Seller do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement within ten (10) days following the meeting provided for in Section 1.15(d) hereof, any remaining disputed adjustments that were properly included in the Notice of Disagreement will be settled by a firm of certified public accountants mutually agreeable to the Seller and the Purchaser (the “Mediator”) in accordance with the following provisions of this Section 1.15(e) hereof. The Purchaser and the Seller will furnish the Mediator with a copy of this Agreement, the Closing Financial Statements, the Preliminary Statement and the Notice of Disagreement. The Mediator’s engagement will be limited to (i) reviewing the Preliminary Statement and the amounts properly placed in dispute by the Notice of Disagreement, (ii) determining (A) whether the Seller’s proposed amount for an item in the Preliminary Statement or the Purchaser’s proposed adjustment thereto in the Notice of Disagreement is calculated more nearly in accordance with Section 1.15(b) hereof and (B) whether there were mathematical errors in the Preliminary Statement, (iii) preparing the Final Statement, which will include those amounts in the Preliminary Statement not properly disputed by the Purchaser, those adjustments otherwise agreed to in writing by the Parties pursuant to Section 1.15(d) hereof and those amounts determined by the Mediator to be calculated more nearly in accordance with Section 1.15(b) hereof and (iv) calculating the Adjustment Payment (as hereinafter defined). The Parties shall each pay one-half of the fees and expenses of the Mediator. The Mediator will complete its preparation of the Final Statement and the Adjustment Payment within fifteen (15) days from the date of submission of the disputed adjustments to the Mediator, and will deliver a copy of the Final Statement and the Adjustment Payment to the Seller and the Purchaser and, together with a report setting forth each disputed adjustment, the Mediator’s determination with respect thereto, and a statement of the Mediator’s reasons for such determination. The Mediator’s determination will be conclusive and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.

(f)

The appropriate post-closing adjustment payment (the “Adjustment Payment”) to reflect the difference, if any, between the amount calculated pursuant to Section 1.15(b) hereof through Section 1.15(e) hereof and the amounts calculated as of the Measurement Date pursuant to Section 1.10 hereof shall be paid by the Seller or by the Purchaser, as the case may be, on or before ten (10) days following the Preliminary Statement becoming the Final Statement (the “Adjustment Date”). Interest on the amount of the Adjustment Payment for the period from the Closing Date to the Adjustment Payment Date shall be due to the Party receiving the Adjustment Payment. Interest shall be calculated at a rate equal to the average of the high and low bids for Federal Funds as reported in The Wall Street Journal, Midwest Edition , on the Closing Date, or, if none, on the latest date immediately prior to the Closing Date on which such bids were reported in The Wall Street Journal .

(a)

The Purchaser, at its sole obligation and expense, shall, as soon as practicable following the date of this Agreement, but in no event later than forty-five (45) calendar days following the date hereof, prepare all applications, as required by applicable law, and file such applications with the appropriate federal and state regulatory authorities for approval to purchase the Assets and assume the Assumed Liabilities, to establish a branch at the location of each of the Branches and to effect in all other respects the transactions contemplated hereby (the “Governmental Approvals”); provided, that the Seller has supplied to the Purchaser all necessary Seller information required for such applications not less than three (3) Business Days prior to the date on which such application is filed. The Purchaser agrees to (i) make draft copies of such applications (except for any confidential portions thereof) available to the Seller at least two (2) Business Days prior to the filing thereof, (ii) treat and pursue approval of the applications in a diligent manner and on a priority basis, (iii) request confidential treatment by the appropriate federal and state regulatory authorities of all information submitted in the applications entitled to confidential treatment, (iv) promptly provide the Seller with a copy of the applications as filed (except for any confidential portions thereof) and all approvals, denials, requests, notices, orders, opinions, correspondence and other documents with respect thereto, and (v) use its reasonable efforts to obtain all Governmental Approvals.

(b)

The Seller shall, as soon as practicable following the date of this Agreement, prepare and file with the appropriate federal and state regulatory authorities notice of its intent to cease operation of the Branches and to consummate the transactions contemplated hereby and thereafter shall use its reasonable efforts to obtain any required permission or approval of such regulatory authorities to cease operating the Branches. The Seller agrees to (i) treat and pursue approval of the applications in a diligent manner and on a priority basis, (ii) promptly provide the Purchaser with a copy of the applications as filed (except for any confidential portions thereof) and all approvals, denials, requests, notices, orders, opinions, correspondence and other documents with respect thereto, and (iii) use its reasonable efforts to obtain all such permissions or approvals.

(a)

Prior to the Closing Date, the Purchaser shall provide reasonable assurances to the Seller that its data processing systems are capable of receiving the Assets and the Deposit Liabilities on the Closing Date. The Seller and the Purchaser shall use commercially reasonable efforts and cooperate in good faith to assure on the Closing Date an orderly transition of ownership of the Assets and Assumed Liabilities to the Purchaser. From the date of this Agreement until the Closing, the Seller will provide reasonable cooperation with and assist the Purchaser in planning a conversion to transition the business of the Branches from the Seller to the Purchaser, including the transition of the Seller’s electronic data to an electronic file format mutually agreeable to both Parties, on the Closing Date. As soon as practicable following the date hereof, the Seller shall provide the Purchaser with applicable product functions and specifications relating to the data processing support required for the Deposit Liabilities and Loans maintained at the Branches (such Deposit Liabilities and Loans, collectively, the “Accounts”). As soon as practicable following the date hereof, the Seller shall provide to the Purchaser file formats relating to the Accounts. Within fourteen (14) Business Days of up to three (3) separate requests by the Purchaser, the Seller agrees to provide to the Purchaser a complete set of data files/conversion tapes related to the Accounts in such form as agreed between the Seller and the Purchaser (unless additional sets of test tapes are reasonably required to effect the conversion). The Purchaser shall review and analyze such materials, including the file formats and data files/conversion tapes, and shall advise the Seller in writing of any defects or concerns relating thereto not later than thirty (30) Business Days following receipt thereof. On the Closing Date, the Seller shall provide a final set of data files/conversion tapes contemplated in this Section 2.4(a) to the Purchaser as of such date regardless of the number of requests for such information and material made by the Purchaser pursuant to this Section 2.4(a).

(b)

Commencing promptly following the date hereof, appropriate personnel of the Seller and the Purchaser shall meet to discuss and draft a mutually acceptable transition plan covering operational aspects of the transition consistent with the terms of this Agreement, including, but not limited to, handling and settlement of the following, as applicable: checks on deposit accounts and home credit line accounts, loan payments, direct deposits and direct debits through Automated Clearing House (“ACH”) or otherwise, point of sale transactions, ATM transactions, error resolution matters pursuant to Regulations E and Z of the Federal Reserve Board, miscellaneous account adjustments, daily settlement, and other settlement and transition items. The Parties shall have the transition plan completed thirty (30) calendar days from the date hereof.

(A)

all orders, agreements and contracts between the Seller and depositors attributed to the Branches and records of similar character, including signature cards; and

(b)

In the event that some of the Seller’s records concerning the Deposit Liabilities cannot reasonably be segregated from the Seller’s records regarding accounts not transferred pursuant to this Agreement, the Seller shall not deliver such records to the Purchaser but shall maintain, preserve and safely keep such records for as long as may be required by applicable law. The Purchaser shall be permitted to request copies of portions of such records to the extent the information set forth therein relates to the Deposit Liabilities. For such period as may be required by applicable law, the Seller shall provide research and account history services related to any such records to the Purchaser at the Purchaser’s request. Such services shall be provided on the same service schedule as services then provided by the Seller to existing customers and the Purchaser shall pay the same rates for such services as the Seller then charges its existing customers. Such services do not include information required to be provided by the Seller under Section 2.15 hereof.

(c)

In the event that some of the Seller’s records concerning its loans which are not included in the Loans cannot reasonably be segregated from the Purchaser’s records regarding Loans transferred pursuant to this Agreement, the Purchaser shall maintain, preserve and safely keep such records for as long as may be required by applicable law. For such period as may be required by applicable law, the Purchaser shall provide research and account history services related to any such records to the Seller at the Seller's request and Seller shall pay the same rates for such services as the Purchaser shall charge its then existing customers hereof.

(a)

At least fifteen (15) days prior to the Closing Date, the Purchaser will make offers of employment to all of the Branch Employees who are actively employed at the Branches on the Closing Date (collectively, the “Remaining Branch Employees”), subject to the prior approval of Raymond James Financial Services, Inc., the co-provider of the Purchaser’s financial advisory platform, with respect to any of the Remaining Branch Employees providing financial advisory services. The Remaining Branch Employees who accept the Purchaser’s offer of employment (the “Transferred Employees”) shall, as of the Closing Date, be terminated by the Seller and become at-will employees of the Purchaser at a base salary at least equivalent to the rate of base salary paid by the Seller to each of the Employees on the day immediately preceding the Closing Date; provided, however, that such base salary shall not include any commissions earned by a Transferred Employee while employed by the Seller pre-Closing. The Seller shall be responsible for the filing of Forms W-2 with the Internal Revenue Service (the “IRS”) and all required filings with state tax authorities with respect to wages and benefits paid to each such employee for all periods ending prior to the Closing Date.

(b)

Immediately following the Closing, the Purchaser shall make available to the Transferred Employees substantially the same employee benefits on substantially the same terms and conditions as the Purchaser offers to its similarly situated employees. Years of service of each of the Employees with the Seller, and any predecessors, prior to the Closing shall be credited for purposes of eligibility, vesting and vacation and paid time off duration, but not for purposes of any other benefit accrual (other than severance benefits) under all Purchaser’s Benefit Plans maintained after the Closing. With respect to any Purchaser’s Benefit Plans which are welfare benefit plans maintained after the Closing, such plans shall credit Transferred Employees with the deductibles, annual out-of-pocket limits or similar costs paid by the Transferred Employees under any corresponding plan of the Seller during the portion of the applicable plan year preceding the Closing Date and shall waive any pre-existing condition exclusions, evidence of insurability provisions, waiting period requirements or any similar provisions, to the extent they were waived or satisfied under corresponding plan of the Seller. The Seller shall be responsible for and pay all salary, compensation and employee benefits (including, without limitation, vacation, sick, personal and other paid time off), and all payroll taxes in connection therewith, for the Branch Employees for all periods prior to the Closing Date. The Purchaser shall be responsible for and pay all salary, compensation and employee benefits (including, without limitation, vacation, sick, personal and other paid time off), and all payroll taxes in connection therewith, for the Transferred Employees accrued, owed or earned for all periods on and after the Closing Date. Notwithstanding anything to the contrary in this Agreement, on and after the Closing Date, the Purchaser shall honor all vacation, sick, personal and other paid time off accrued in 2015 but unused for the Transferred Employees and the Seller shall have no liability with respect thereto; provided, however, that the Seller shall pay the Transferred Employees with respect to all accrued but unused time carried over from 2014 and earlier years, subject to the terms of the Seller’s Benefit Plans and pursuant to this Section 2.7(b).

(c)

To the extent required by the provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and the terms of the Purchaser’s group health, hospitalization, medical, dental and disability plans (collectively, the “Purchaser’s Plans”), the Transferred Employees who become participants in the Purchaser’s Plans shall be given “creditable coverage” credit for their coverage under the Seller’s group health, hospitalization, medical, dental and disability plans under the pre-existing condition limitation provisions of the Purchaser’s Plans. Each of the Purchaser’s Plans which is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA is in compliance with the Patient Protection and Affordable Care Act and its companion bill, the health Care and Education Reconciliation Act of 2010, in all material respects.

(d)

With respect to any Branch Employee on short term disability or temporary leave of absence, upon conclusion of his or her short term disability or temporary leave of absence, subject to the terms and conditions of the applicable plans and policies of the Purchaser and applicable law, each Branch Employee on such disability or leave shall receive the salary in effect when he or she went on disability or leave, the and vacation benefits provided for by Purchaser, and, to the extent practicable, shall be offered by the Purchaser the same or a substantially equivalent position to his or her position with the Seller.

(e)

With respect to any bonuses that are eligible to be earned by a Transferred Employee under any arrangement of the Seller, on the Closing Date, the Seller shall, in accordance with the terms of the arrangement pursuant to which such amounts are payable (i) compute all performance and incentive bonuses and annual bonuses to which a Transferred Employee would otherwise be entitled under any existing formula-based performance or incentive agreement or other existing formula-based bonus policy or arrangement applicable to such Transferred Employee as though such Transferred Employee shall have completed his or her service for the current annual or other period as to which such bonus relates and assuming attainment of performance goals at target levels, if applicable, and (ii) pay to such Transferred Employee such bonus or incentive in an amount equal to the full amount of such bonus or incentive for such annual or other period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of such annual or other period and ending on the Closing Date and the denominator of which shall be the total number of days in such annual or other period. The Seller will also make all severance and other payments and perform all obligations to the Branch Employees under any and all severance or stay-pay agreements executed between the Seller and the Branch Employees in accordance with the terms of the arrangement pursuant to which such amounts are payable. Nothing provided herein shall require the Purchaser to pay any portion of such bonus payments to any Transferred Employee or to enroll any Transferred Employee in any bonus or incentive compensation program of the Purchaser.

(f)

The Purchaser shall pay all severance obligations arising out of the termination of any Transferred Employee’s employment after the Closing Date in accordance with the Purchaser’s severance plans, policies and procedures with the period of years of service with the Seller credited towards the calculation of severance benefits paid by the Purchaser; provided, however, that if before the one year anniversary of the Closing Date, any Employee experiences a reduction in base salary, a worksite relocation of more than thirty (30) miles or a termination of employment by the Purchaser for any reason other than cause (as defined generally by the Purchaser’s personnel policies and procedures), such Employee shall be entitled to severance pay in an amount at least equivalent to the severance pay the Employee would have received under the Seller’s severance plans, policies and procedures had such Employee been eligible for payments thereunder.

(g)

The Purchaser shall be permitted to meet, at times reasonably acceptable to the Seller, with the Branch Employees following the date of this Agreement to discuss employment opportunities with the Purchaser, provided that the Purchaser shall provide notice, describing generally the expected agenda items for such meetings, to the Seller of any such meetings initiated by the Purchaser. One or more representatives of the Seller shall be permitted to attend any meetings that the Purchaser initiates with the Branch Employees; provided, however, that if the Seller does not notify the Purchaser that one or more of its or its affiliates’ representatives will attend the meeting prior to the close of business on the day immediately preceding the scheduled meeting date, the Purchaser may conduct such meetings without a representative of the Seller or its affiliates present. The Purchaser shall also be permitted to conduct training sessions with the Branch Employees at such times as the Seller and the Purchaser shall reasonably agree, which the Parties hereto agree may include regular business hours so long as any training sessions during regular business hours do not unreasonably interfere with operations of the Branches. The Purchaser shall reimburse the Seller (who will pay the Branch Employees the applicable reimbursed amount) for the Employees’ respective standard or overtime rates, as applicable, for the time spent in such training and traveling to such training if held outside normal business hours. Such transportation costs shall be reimbursed according to the standard mileage rate provided in the IRS regulations.

(h)

The Seller will comply with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for all of the Seller’s employees, former employees and other qualifying beneficiaries for whom COBRA qualifying events occurred before or coincident with the Closing Date and Purchaser shall have no responsibility for any such coverage. The Seller shall indemnify and hold the Purchaser harmless from all liabilities arising as a result of any alleged violation of the Workers Adjustment and Retraining Notification Act to which the Seller is subject or is alleged to be subject.

(a)

Following the Closing Date, the Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. The Purchaser’s obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by the Seller and carrying the Seller’s imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order (i) presented to the Purchaser more than sixty (60) days following the Closing Date or (ii) on which a stop payment has been requested by the depositor.

(b)

If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment.

(c)

The Seller and the Purchaser shall make arrangements to provide for the daily settlement with immediately available funds by the Purchaser of checks, ACH charges or debits, drafts, withdrawal orders, debit card trailing activity and returns presented and paid by Seller for the period between the Closing Date and sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities transferred to the Purchaser. After the expiration of such 60-day period following the Closing Date, the Seller shall dishonor all checks, drafts, withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller’s receipt of items relating to the Deposit Liabilities after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser.

(d)

The Seller will transfer to the Purchaser not later than the Closing Date all of those ACH and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to Deposit Liabilities. As soon as practicable after the receipt of all Governmental Approvals (except for the expiration of statutory waiting periods), the Seller will deliver to the Purchaser a listing in the Seller’s format, as applicable, of all such direct deposit records which the Seller, in the exercise of all reasonable efforts, is able to identify. In connection with the obligations under Section 2.4(b) hereof, the Purchaser and the Seller shall cooperate in good faith (i) to determine the method and timing for remitting to the Purchaser and settling, for up to a sixty (60) day period following the Closing Date, ACH direct deposits and FedWire direct deposits relating to accounts constituting Deposit Liabilities, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to the Purchaser hereunder, and (ii) to determine the method and timing for remitting to the Seller and settling, for up to a sixty (60) day period following the Closing Date, ACH direct deposits and FedWire direct deposits relating to deposit accounts of the Seller that are not Deposit Liabilities, but which transactions are nonetheless routed to the Purchaser, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to the Purchaser that relate to deposit accounts of the Seller that are not Deposit Liabilities.

(e)

As soon as practicable after the receipt of all Governmental Approvals (except for the expiration of statutory waiting periods), and after the notice provided in Section 2.10(a) hereof, the Purchaser, at its sole cost and expense, will send appropriate notice to all customers having accounts constituting Deposit Liabilities the terms of which provide for direct debit of such accounts by third parties, a list of which accounts the Seller will provide to the Purchaser prior to such time, instructing such customers concerning transfer of customer direct debit authorizations from the Seller to the Purchaser. The Seller shall cooperate in soliciting the transfer of such authorizations. Such notice shall be in a form agreed to by the Parties acting in good faith, and approved by the Seller, with such approval not to be unreasonably withheld, conditioned or delayed. In connection with the obligations under Section 2.4(b) hereof, the Purchaser and the Seller shall cooperate in good faith, (i) to determine the method and timing for forwarding to the Purchaser and settling, for up to a sixty (60) day period following the Closing Date all direct debits relating to accounts constituting Deposit Liabilities, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to the Purchaser hereunder, and (ii) to determine the method and timing for forwarding to the Seller and settling, for up to a sixty (60) day period following the Closing Date all direct debits relating to deposit accounts of the Seller that are not Deposit Liabilities, but which transactions are nonetheless routed to the Purchaser, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to the Purchaser that relate to deposit accounts of the Seller that are not Deposit Liabilities.

(f)

The Purchaser agrees to pay promptly to the Seller (i) an amount equal to the amount of any checks, drafts and withdrawal orders credited by the Seller before the Closing Date with respect to any of the Deposit Liabilities that are properly returned to the Seller unpaid after the Closing Date, and (ii) for a period not to exceed thirty (30) days from the Closing Date, an amount equal to the amount of any checks, drafts and withdrawal orders credited by the Seller after the Closing Date with respect to any of the Deposit Liabilities that are properly returned to the Seller unpaid after the Closing Date. Upon receipt thereof, the Seller shall immediately forward any such check, draft, withdrawal order or other item to the Purchaser, and subject to the time limitations referenced herein, the Purchaser shall remit to the Seller the amount of each such check, draft, withdrawal order and other item.

(g)

The Seller agrees to pay promptly to the Purchaser an amount equal to the amount of any uncollectible checks, drafts, or withdrawal orders drawn on a Deposit Liability to the extent such amount is incurred by the Purchaser as a result of any failure by the Seller after the Closing Date to expeditiously return, revoke any prior settlement of, give notice of dishonor or nonpayment of, or otherwise reject any check, draft or withdrawal order drawn on the Seller with regard to the deposit account and presented to the Seller before the Closing Date, that is not properly payable due to insufficient funds in the applicable deposit account, an outstanding stop payment order, or a forged check. Should any of the Branches “due from” accounts be charged any sums with respect to any of the Deposit Liabilities by reason of a forged endorsement or otherwise (hereinafter the “Reclaimed Amount”), then the Purchaser as assignee of such Deposit Liability shall forthwith upon request by the Seller assert a right of setoff against such Deposit Liability for the whole amount of the Reclaimed Amount or such portion thereof that may be on deposit with the Purchaser in such Deposit Liability account from time to time, and shall remit such sums to the Seller forthwith thereafter.

(h)

On the Closing Date, the Seller shall provide the Purchaser with a written listing and electronic data file of each stop payment order, tax lien, levy, garnishment, pledge, guardianship agreement, or other hold or restriction then in effect with respect to any of the Deposit Liabilities.

(b)

The Purchaser shall have forty-five (45) days following the Closing to notify the Seller in writing of any Loan that should have been excluded at the Closing as an Excluded Loan. If such Loan is an Excluded Loan that is to be properly excluded from the Assets, the Seller agrees to promptly repurchase such Loan for an amount equal to the amount paid therefor by the Purchaser less any principal and interest received by the Purchaser following the Closing Date.

(c)

The Purchaser shall be liable for all returned checks representing payments received by the Seller on, prior to or after the Closing Date on any Loan. The Seller shall promptly deliver each such returned check received by it to the Purchaser, and the Purchaser shall promptly pay to the Seller the face amount thereof.

(a)

The Seller will notify the customers with Deposit Liabilities that, subject to the terms of this Agreement, the Purchaser will be assuming liability for the Deposit Liabilities.

(b)

No earlier than receipt of all Governmental Approvals, nor later than thirty (30) days prior to the Closing Date, the Purchaser shall, at its sole cost and expense, send all notices to customers of the Branches that are required under applicable law in connection with the transactions contemplated hereby and furnish each such customer with instructions to utilize the Purchaser’s form of checks and to destroy all unused checks on the form of the Seller. The Seller and the Purchaser hereby acknowledge and agree that the notices and other communications to the customers of the Branches contemplated hereby will include information concerning any plans the Purchaser may have, after the Closing Date, to change the terms and conditions (except for rate reductions) with regard to the Deposit Liabilities, and the Purchaser and the Seller will agree as to the description of any such changes included in any such notices or communications prior to their distribution to the customers of the Branches. The Seller will cooperate with the Purchaser in providing such other notices to customers of the Branches as the Purchaser may reasonably request. In addition, the Purchaser may, at its own expense, following the receipt of all Governmental Approvals or earlier with the written consent of the Seller, communicate with and deliver information, brochures, bulletins, press releases and other communications to customers of the Branches concerning the transactions contemplated by this Agreement and concerning the business and operations of the Purchaser. The Purchaser agrees, at its cost and expense, to assign new account numbers effective as of the Closing Date to all deposits of the Branches assumed by the Purchaser pursuant to the terms hereof and to furnish such depositors with a minimum of twenty (20) checks on the forms of the Purchaser, and to instruct such depositors to utilize the Purchaser’s newly furnished checks, drafts and withdrawal order forms and cease using the Seller’s checks, drafts and withdrawal forms previously supplied by the Seller.

(c)

A Party proposing to send or publish any notice or communication pursuant to this Section 2.10 shall furnish to the other Party a copy of the proposed form of such notice or communication at least five (5) days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall incorporate any changes in such notice as the other Party reasonably proposes as necessary to comply with applicable law or which the other Party reasonably requests for any proper business purpose. All joint notices or communications shall be sent at the sole cost and expense of the Purchaser.

(a)

No earlier than receipt of all Governmental Approvals, nor later than thirty (30) days prior to the Closing Date, the Purchaser shall prepare and transmit, at its sole cost and expense, to each obligor on each Loan, a notice, in a form satisfying all legal requirements and reasonably acceptable to the Seller, to the effect that the Loan will be transferred to the Purchaser and directing that payments be made after the Closing Date to the Purchaser at any address of the Purchaser specified by Purchaser, with the Purchaser’s name as payee on any checks or other instruments used to make as payments. With respect to all such Loans on which payment notices or coupon books have been issued by the Seller, as soon as reasonably practicable following the Closing, the Purchaser, at its expense, will issue new coupon or payment books for the Loans and will instruct customers to destroy any coupons furnished by the Seller, and the Purchaser will also notify customers of any applicable change in terms.

(b)

To the extent that any of the Loans transferred from the Seller to the Purchaser involve a transfer of servicing as defined and governed by the Real Estate Settlement Procedures Act (12 U.S.C. Section 2601 et seq.), the Seller and the Purchaser will jointly coordinate and share equally the cost and expense of any appropriate required customer notices, provided that no such notices shall be sent prior to receipt of all Governmental Approvals.

(a)

If any of the Real Property or Fixed Assets shall be destroyed or damaged by fire, wind, water or other casualty prior to the Closing Date, the Seller will promptly notify the Purchaser of the nature and extent of such damage or destruction, the amount estimated to be necessary to repair or restore the Real Property or Fixed Assets, the amount, if any, of insurance proceeds that are available to make such repairs or restoration and the estimated period of time it will take to make such repairs and restoration. In the event of such damage or destruction, the Seller shall use its commercially reasonable efforts to repair such damage or rebuild or replace such destroyed Real Property or Fixed Assets as soon as practicable solely through application of the proceeds of such insurance coverage. If on the Closing Date such Real Property or Fixed Assets has not been fully repaired or replaced, the Seller shall assign any unexpended insurance proceeds to the Purchaser. In the event of condemnation, on the Closing Date the Seller shall assign the condemnation award to the Purchaser. Notwithstanding the foregoing, in the event that the aggregate costs to repair or rebuild such Real Property or Fixed Assets due to such damage or destruction, or the fair market value of the portion of the Real Property or Fixed Assets that has been condemned, exceeds $100,000 net of any insurance proceeds or condemnation award in respect thereof, the Purchaser shall have the right to terminate this Agreement with regard to the affected Assets (whereupon the Parties shall negotiate in good faith to reduce the Purchase Price accordingly) or to accept the affected Assets as destroyed or damaged, together with any rights of the Seller under any lease related thereto and to receive insurance proceeds with respect to such destroyed or damaged Assets or to exercise any other rights of the Seller under any applicable lease.

(b)

On and after the Closing Date, the Seller shall discontinue all casualty, liability and other insurance coverage maintained with respect to the Branches and the Assets, and shall discontinue providing any security for persons and property at the Branches; provided, however, that the Seller may, at its sole option, continue to maintain insurance coverage relating to events occurring prior to the Closing Date. The Purchaser shall be solely responsible for all losses and liability claims, security and insurance protection for the Branches and their operation for all periods beginning on and after the Closing Date. After the Closing Date, risk of loss shall be the responsibility of the Purchaser.

(c)

On and after the Closing Date, the Purchaser shall maintain adequate insurance with respect to the losses described in (b) above and otherwise with respect to the operation of the Branches.

(c)

hire any new employees at the Branches or transfer any employees to the Branches except as is reasonably necessary in the Seller’s business judgment to operate the Branches in the Ordinary Course of Business, or move any employees at the Branches to other locations or branches of the Seller;

(d)

terminate, any employees of the Seller assigned to the Branches prior to the Closing Date, except in the Ordinary Course of Business in accordance with the Seller’s existing personnel policies and practices;

(e)

make or agree to make any material improvements to the Owned Real Property or the Leased Property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the Ordinary Course of Business;

(f)

establish or price deposit liabilities at any Branch other than in the Ordinary Course of Business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), or offer interest rates or terms on any category of deposit liabilities at any Branch in a manner inconsistent with Seller’s past practice;

(g)

amend, terminate or extend in any material respect any Branch Lease or Assumed Contract, or sell, assign or transfer, any Branch Lease or Assumed Contract;

(h)

except as other than in the Ordinary Course of Business, as required by law or the terms of the documents governing any Loan, (A) release any collateral or any party from any liability on or with respect to such Loan, (B) compromise or settle any material claims of any kind or character with respect to such Loan or (C) amend or waive any of the material rights or other terms of such Loan as set forth in the Loan documents; provided, however, that the Purchaser agrees not to unreasonably withhold or delay its consent to any of the actions described in clause (C) above provided that such actions are taken in accordance with the underwriting standards, pricing levels and other parameters or terms of the Seller as in effect on the date hereof or as mutually agreed upon by the Purchaser and the Seller in writing from time to time;

(j)

except as other than in the Ordinary Course of Business, knowingly take, or knowingly permit its affiliates to take, any action (A) impairing the Purchaser’s rights in any Deposit Liability or Asset, (B) impairing in any way the ability of the Purchaser to collect upon any Loan or (C) waiving any material right, whether in equity or at law, that it has with respect to any Loan; or

(a)

The Seller hereby covenants and agrees that following the Closing Date and for a period of three (3) years thereafter, neither it nor any of its affiliates will (i) open a de-novo branch, operate, control or otherwise have an interest in any financial institution, branch or similar facility that has a place of business within the counties of Jackson, Jefferson, Lawrence, Saline, Wabash, White and Williamson each in the State of Illinois (the “Restricted Area”) or (ii) establish an electronic funds transfer terminal, of any type or description, within the Restricted Area; provided, however, that the foregoing shall not prevent the Seller from merging with another financial institution which operates a banking facility within the Restricted Area so long as the main office of such institution is not in the Restricted Area; provided, further, at in the event the Seller engages in a merger or similar transaction to which it is not the successor, the agreements and covenants contained in this Section 2.20 shall not apply to the then existing operations of such successor in any Restricted Area.

(b)

The Seller further agrees that from the date of this Agreement and for a period of three (3) years following the Closing Date, the Seller shall not specifically solicit persons or entities who are customers of the Branches on the day immediately preceding the Closing Date; provided, however, that the Seller shall not be restricted or prohibited from engaging in or using general mass mailings, telemarketing programs, newspaper, radio, television or print advertisements, the internet, the Seller’s web site, electronic advertisements or communications and other types of communications that are directed to the general public in both the Restricted Area and geographic markets served by the Seller’s branches other than the Branches, to existing or potential customers of the Seller generally or to persons defined by criteria other than solely their status as loan or deposit customers attributed to the Branches; and provided further, however, that this covenant shall not prohibit or restrict the Seller from soliciting or servicing persons, entities or customers (including loan and deposit customers attributed to the Branches) with respect to any products, services, desires, activities or relationships specifically excluded from the transactions contemplated hereby.  For a period of three (3) years following the Closing Date, the Seller will not directly solicit for employment any person who is now employed at the Branches, or is hired prior to the Closing Date, and continues to be employed after the Closing Date as a Transferred Employee (it being understood by the Parties that advertising and other recruiting efforts aimed at the general public shall not violate the terms of this Agreement).

(c)

Prior to the Closing Date, the Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor transact its business in a way intended to induce such customers to close any account with the Seller and open accounts directly with the Purchaser. Notwithstanding the foregoing sentence, the Purchaser shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not specifically targeted at such customers, and relationships that result therefrom, (ii) engage in lending, deposit, safe deposit, trust or other financial services with customers who have relationships as of the date hereof through other offices of the Purchaser or product channels, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

(d)

If any court of competent jurisdiction should determine that any term or terms of this covenant are too broad in terms of time, geographic area, lines of commerce or otherwise, such court shall modify and revise any such term or terms so that they comply with applicable law. The Seller hereby acknowledges and agrees that the Purchaser will be irreparably damaged if the provisions of Section 2.20(a) or (b) hereof are not specifically enforced. Accordingly, the Purchaser shall be entitled to an injunction restraining any violation of Section 2.20(a) or (b) hereof by the Seller (without any bond or other security being required), or any other appropriate decree of specific performance. Such remedies shall not be exclusive and shall be in addition to any other remedy that the Purchaser may have at law or in equity. The restrictions against competition set forth above are considered by the Parties to be both reasonable and essential to protect the business and goodwill of the Branches being acquired by the Purchaser pursuant to this Agreement. If any such restriction is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too broad a range of activities or over too large a geographic area, such restriction shall be interpreted and reformed to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

(b)

Any Withholding Obligation required to be remitted to the appropriate governmental agency after the Closing Date and not withheld as set forth in Section 2.22(a) hereof shall be withheld and remitted by the Purchaser on or prior to the time such Withholding Obligation is due. Within five (5) days of receipt of any such notice by the Seller, the Seller shall notify the Purchaser, and the Purchaser shall comply with the applicable notification requirements. The Purchaser shall be responsible for delivering to payees all IRS notices with respect to information reporting and tax identification numbers required to be delivered following the Closing Date;

(c)

Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Liabilities shall be paid by the Seller promptly upon receipt of the notice, providing such penalty assessment resulted from the Seller’s acts, policies or omissions prior to the Closing Date and any efforts to reduce such penalties shall be the responsibility of the Seller;

(d)

Any penalties assessed due to information missing from information filings regarding the Deposit Liabilities which were due prior to the Closing Date, including without limitation 1099 forms, shall be paid by the Seller promptly upon receipt of the notice providing such penalty assessments resulting from the Seller’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of the Seller;

(e)

Within thirty (30) days prior to the Closing Date, the Seller shall provide the Purchaser in an electronic format a file setting forth (i) the names, addresses, account numbers and federal tax identification numbers of each holder of Deposit Liabilities for which the Seller has received a certification of such holder’s tax identification number and (ii) the names, addresses and account numbers of each holder of Deposits which is subject to back-up withholding. Within ten (10) calendar days after the Closing Date, the Seller shall deliver to the Purchaser all original forms, records and documents in its possession (or copies thereof if originals are not in the Seller’s possession) regarding tax identification number certification and back-up holding requests, including, without limitation, all Forms W-8 and Forms W-9 related to the Deposits, provided that the Seller shall be entitled to retain a copy of all such forms, records and documents for its files; and

(f)

The Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. The Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

(a)

The Seller shall cause the Title Insurer to update the Commitments as of the Business Day prior to the Closing Date. In the event that the updated Commitments disclose any defect not included in the original Commitments, the procedure set forth in Section 2.27(c) hereof shall apply.

(b)

The Seller shall cause the Title Insurer, as soon as practicable after the Closing, to issue an Owner’s Policy of Title Insurance (each, a “Title Policy” and collectively, the “Title Insurance”), to the Purchaser, with the Seller and the Purchaser each responsible for one-half of the expense, covering the Owned Real Property in the amount equal to the net book value of the relevant Owned Real Property as included in the calculation set forth in Section 1.9 hereof. Such policies shall guarantee and insure the Purchaser’s title to the relevant Owned Real Property to be good and indefeasible, subject only to the Permitted Exceptions, and such policy shall contain an endorsement insuring over standard exceptions and a Zoning 3.1 endorsement.

(c)

At least ten (10) calendar days prior to the Closing Date, the Seller shall deliver to the Purchaser (i) a completed form of the deeds by which it is to convey title to each Owned Real Property to the Purchaser on the Closing Date, which shall be special warranty deeds, subject only to Permitted Exceptions, and (ii) proformas of each of the Title Policies, including proforma specimens of any endorsements thereto required under Section 2.25(b) hereof, required to cure any Objections pursuant to Section 2.27(c) hereof, or otherwise reasonably requested by the Purchaser.2.26

(c)

If any Commitments identify any encumbrance except for a Permitted Exception (a “Lien Defect”), the Seller shall make a good faith effort to cure such Lien Defect to the Purchaser’s reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such Lien Defect in the Title Policy in a manner reasonably acceptable to the Purchaser) on, or prior to, the Closing Date. The Purchaser may object to any remaining uncured Lien Defect relating to such Owned Real Property by providing written notice of such objection on or before the close of business on the fifteenth (15) Business Day after the later of the delivery to the Purchaser of the Commitment or the Survey with respect to such Owned Real Property. All objections raised by the Purchaser are referred to herein as the “Objections.” If the Seller (i) does not cure any and all Objections, to the Purchaser’s reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such items subject to an Objection in the Title Policy in a manner reasonably acceptable to the Purchaser) within thirty (30) days after receipt of the notice of Objection, and the Purchaser does not elect to waive such Objection, or (ii) is unable to deliver insurable fee simple title subject only to Permitted Exceptions, then in either such events described in the foregoing clauses (i) or (ii), the Seller and the Purchaser shall attempt to renegotiate the terms and conditions of the sale of such Owned Real Property. If the Seller and the Purchaser are not able to renegotiate the terms and conditions of such sale, the Purchaser may on or before close of business on the fifteenth (15) Business Day after such thirty (30) day period, take any of the following actions: (1) waive any Objection to such defect or encumbrance or other matter in which event such defect, encumbrance or other matter shall be deemed to be a Permitted Exception, (2) enter into a lease for such Owned Real Property on terms and conditions agreed to by the Purchaser and the Seller or (3) exclude the applicable Real Property and any related Fixed Assets from the Acquisition, whereupon the Purchase Price shall not include the net book value of the Real Property and any related Fixed Assets in the calculation set forth in Section 1.9 hereof, and, as applicable, the Acquisition shall exclude any (1) Branch Lease, (2) equipment leases for equipment, (3) subleases listed on Schedule 3.12 , and (4) assignable operating contracts, in each case, associated with the Excluded Branch; provided, further, that, for the avoidance of doubt, the Purchaser shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities associated with the Excluded Branch (other than as provided in this sentence) but, notwithstanding the provisions of Section 2.7, shall not be required to offer employment to or hire any Branch Employee related to the Excluded Branch.

(d)

For purposes of this Agreement, “Material Defect” means (i) any “Recognized Environmental Condition” identified in a Phase I Site Assessment or Phase II Site Assessment, as the term “Recognized Environmental Condition” is defined in ASTM Standard E1527-13, (ii) a Hazardous Substance (as hereinafter defined) is present at the Real Property, or any friable asbestos containing material, radon, mold, lead based paint, radioactive materials, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum or petroleum-based materials that have not been properly controlled through the application of engineering controls or an adequate operation and maintenance plan, (iii) an above ground storage tank, underground storage tank, subsurface structure or container, and its associated piping, which is present at the Real Property, (iv) a discharge, emission or release of a Hazardous Substance related to the Real Property which violates an Environmental Law (as hereinafter defined); (v) an event or condition that likely has occurred or exists with respect to the Real Property which constitutes a violation of an Environmental Law; (vi) an event or condition related to the Real Property which requires cleanup, remedy, abatement or restoration of contaminated surface water, groundwater, soil or natural resource under an Environmental Law; and (vii) with respect to the Real Property, deficiencies in the plumbing, electrical, HVAC, drive thru air transport system, roof, walls, or foundations impacting the current use of the applicable property or facility the cost of which to repair or correct (other than any costs required to be borne by the applicable lessor) and, in each case, that the Purchaser reasonably believes, based on the advice of its environmental consultant/contractor, as applicable, that the amount of expense or liability which the Purchaser would be reasonably likely to incur to correct such problem will exceed $50,000 in the case of each affected Real Property for environmental matters and $100,000 for matters related to the Real Property with respect to deficiencies in in the plumping, electrical, HVAC, drive thru air transport system, roof, walls, or foundations impacting the current use of the applicable property or facility (other than any costs required to be borne by the applicable lessor).

(a)

With respect to Deposit Liabilities in IRAs the Seller will use commercially reasonable efforts and will cooperate with the Purchaser in taking any action reasonably necessary to invite depositors of IRAs to accomplish the appointment of the Purchaser as successor custodian of all such IRA deposits (except self-directed IRA deposits), including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with the Purchaser in soliciting consents from such depositors, and filing any appropriate applications with applicable governmental authorities. The expenses payable to third parties associated with the Seller’s and the Purchasers’ efforts to assume IRAs shall be borne by the Purchaser.

(b)

If, notwithstanding the foregoing, as of the Closing Date the Purchaser shall be unable to retain deposit liabilities in respect of an IRA, such deposit liabilities, which shall be set forth on Exhibit 2.31(b) and delivered on, and prepared as of, the Measurement Date, shall be excluded from Deposit Liabilities for purposes of this Agreement.

(a)

The Seller has good and marketable title to or, in the case of any leased Fixed Assets and Leased Property, good leasehold interest in, the Assets free and clear of all Encumbrances, other than (i) liens for unpaid taxes, assessments and charges not yet delinquent on the Fixed Assets, (ii) liens required to be granted in connection with repurchase or reverse repurchase agreements, and (iii) imperfections of title or other matters which do not materially detract from the present use thereof (collectively, “Permitted Encumbrances”). Except as contemplated by this Agreement, the Seller has not sold, transferred, assigned or pledged any of the Assets. Except for the Excluded Assets, the Assets that the Purchaser will acquire on the Closing Date represent all of the assets necessary to conduct the business of the Branches as presently conducted and represent all of the assets used or intended for use in the conduct of the business of the Branches.

(b)

The Fixed Assets, taken as a whole, are in good operating condition and repair, giving consideration to their age and use and subject to ordinary wear and tear, and will be received by the Purchaser in “AS IS, WHERE IS” condition, with no warranties or guarantees by the Seller as to condition, future performance, fitness for a particular purpose, merchantability or otherwise, except those warranties related to title.

(a)

The Seller has provided to the Purchaser access to the file of each Loan. Exhibit 1.3(a) represents a true and accurate list of the Loans, including accrued and unpaid interest thereon, prepared as of a date within five (5) days prior to the date of this Agreement, which data shall be updated at and as of the Closing Date and, in each case as updated, shall be true and accurate as of such date. As of the Closing Date, the Seller will have delivered to the Purchaser as part of the records (to the extent that the Seller has possession), the originals of all loan agreements, including the promissory notes, collateral documentation and other documentation relating to the Loans and the documentation relating to the collateral securing the Loans.

(b)

The Seller is the sole owner of each of the Loans with no participation therein having been sold; none of the Loans are pledged to a third party; the principal balance and amount of accrued but unpaid interest and fees of each of the Loans as shown on the Seller’s books and records as of the close of business on the Closing Date will be true and correct; and, each of the Loans (and all notes, other evidences of indebtedness, mortgages, loan agreements and security agreements associated therewith) are transferred to the Purchaser hereunder without recourse and without any representations or warranties as to the collectability of the Loans, the value of the collateral securing the Loans or the creditworthiness of any Obligors (as hereinafter defined) of any Loans. Immediately following the sale of each Loan, the Purchaser will own such Loan free and clear of all Encumbrances.

(c)

Each of the Loans was made in the Ordinary Course of Business, and in accordance with customary lending and underwriting standards of the Seller, and is accruing interest in accordance with the respective terms thereof and was made, funded and remains in compliance with all applicable material laws, orders or regulations. Except as set forth on Exhibit 3.6(c) hereto, (i) each of the Loans is the legal, valid and binding obligation of the obligor, maker, co-maker, endorser or debtor (the “Obligors”) thereof, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership and conservatorship laws and all other laws relating to or affecting creditor’s rights generally and to public policy and general principles of equity, (ii) each of the Loans is evidenced by notes, agreements, mortgages or other instruments which are legal, valid, binding and enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership and conservatorship laws and all other laws relating to or affecting creditor’s rights generally and to public policy and general principles of equity, (iii) each of the Loans contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore complies with all applicable requirements of federal, state, and local laws, and regulations thereunder, (iv) none of the rights or remedies under the documentation relating to the Loans has been amended, modified, waived, subordinated or otherwise altered by the Seller, except as evidenced by a written instrument which is a part of the file with respect to the Loan and appropriately recorded as necessary to establish all rights of mortgagee into assignee, and (v) no valid and legal defense, offset, counterclaim or set-off exists with respect to any of the Loans, and no such claim or right has been asserted with respect thereto. The Seller may transfer or assign each of the Loans, and any security interest, lien or collateral related thereto, to the Purchaser without the approval or consent of any Obligor.

(d)

The Seller is not in default under any of the Loans. No notice of default has been given or received by the Seller with respect to any Loan.

(e)

To the extent that a Loan purports to be secured by a lien, security interest or mortgage naming the Seller as a secured party or mortgagee, the Seller has taken all actions necessary to perfect such interest, and such security interest or mortgage is legal, valid, binding and enforceable in accordance with its terms and to the Knowledge of the Seller has the priority described in the Seller’s loan files, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership and conservatorship laws and all other laws relating to or affecting creditor’s rights generally and to public policy and general principles of equity.

(b)

an Assignment and Assumption of Deposit Liabilities Agreement signed by a duly authorized officer of the Purchaser in substantially the form set forth in Exhibit 5.6(b) ;

(c)

evidence of payment to the Seller, by wire transfer in immediately available funds to an account designated by the Seller, of the Estimated Purchase Price, if the Estimated Purchase Price is negative;

(d)

an Assignment and Assumption of Contracts Agreement signed by a duly authorized officer of the Purchaser in substantially the form set forth in Exhibit 5.6(d) ;

(f)

an Assignment, Transfer and Appointment of Successor Custodian Agreement with respect to the transfer of IRA accounts in substantially the form set forth in Exhibit 5.6(f) ; and

(g)

all other agreements, instruments and documents executed or delivered by the Purchaser as are required by this Agreement to consummate the transactions contemplated hereby.

(b)

an Assignment and Assumption of Deposit Liabilities Agreement signed by a duly authorized officer of the Seller in substantially the form set forth in Exhibit 5.6(b) ;

(c)

evidence of payment to the Purchaser, by wire transfer in immediately available funds to an account designated by the Purchaser, of the Estimated Purchase Price, if the Estimated Purchase Price is positive;

(d)

an Assignment and Assumption of Contracts Agreement signed by a duly authorized officer of the Seller in substantially the form set forth in Exhibit 5.6(d) ;

(g)

the special warranty deeds signed by a duly authorized officer of the Seller with respect to the Owned Real Property, subject only to the Permitted Exceptions;

(h)

such other bills of sale, assignments and other instruments and documents as counsel for the Purchaser may reasonably require as necessary or desirable for transferring, assigning and conveying to the Purchaser good and marketable title to the Assets;

(j)

listings of the Loans as of the close of business on the Measurement Date (the “Loan Listings”) in a paper format or utilizing such other method of information transfer as the Parties may mutually agree, which Loan Listings shall include account number, outstanding principal balance, accrued interest, and other pertinent information; a single assignment instrument for all, notes and liens for real estate and other secured loans; original promissory notes or other appropriate documents evidencing each Loan each endorsed with a separate allonge, signed by a duly authorized officer of the Seller in substantially the form of Exhibit 6.6(j) , evidencing the assignment of such Loan from the Seller to the Purchaser; and such other documents evidencing the transfer to the Purchaser all of the Seller’s interest in all of the Loans to be transferred at the Closing, the security therefor and the other rights of Seller pertaining thereto as the Purchaser shall have reasonably requested;

(k)

such books and records as are capable of being delivered to the Purchaser (it being understood that after the Closing Date, the Seller shall provide the Purchaser with reasonable access to any books and records which are not capable of being transferred to the Purchaser at the Closing and will thereafter promptly transfer such books and records to the Purchaser);

(l)

a Limited Power of Attorney signed by a duly authorized officer of the Seller in the form of Exhibit 6.6(l) to effectuate the assignment of the Loans (including the security interest in all collateral therefor);

(n)

a final title insurance policy for each Owned Real Property or a binding mark-up of the Commitment or proforma title insurance policy for each Owned Real Property signed by the Title Insurer;

(o)

executed counterparts of the Consents and all other consents required for the consummation of the transactions contemplated hereby, all of which shall be in form and substance reasonably satisfactory to the Purchaser;

(r)

an Assignment, Transfer and Appointment of Successor Custodian Agreement with respect to the transfer of IRA accounts in substantially the form set forth in Exhibit 5.6(f) ; and

(s)

all other agreements, instruments and documents executed or delivered by the Seller as are required by this Agreement to consummate the transactions contemplated hereby.

(a)

at any time on or before the Outside Date by the mutual agreement in writing of the Purchaser and the Seller;

(b)

at any time after the Outside Date by the Seller in writing if the conditions set forth in Article V of this Agreement shall not have been satisfied or waived in writing by the Seller (provided that the Seller is not then in material breach of any representation, warranty, covenant or other agreement contained herein);

(c)

at any time after the Outside Date by the Purchaser in writing if the conditions set forth in Article VI of this Agreement shall not have been satisfied or waived in writing by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein);

(d)

at any time on or before the Outside Date by the Purchaser or the Seller in writing if the other shall have breached any of its respective representations or warranties contained herein in any material respect or any of its respective covenants, agreements or obligations contained herein in any material respect, and such breach has not been cured by the earlier of (i) fifteen (15) days after the giving of notice to the breaching Party of such breach, or (ii) the Outside Date; provided, however, that neither Party hereto may terminate this Agreement on account of its own breach hereof;

(e)

by either the Seller or the Purchaser in writing at any time after any of the regulatory authorities has denied any application, notice or request of the Purchaser for approval of the transactions contemplated hereby or has imposed a condition or requirement (other than regulatory capital levels or ratios) that is reasonably unacceptable to either Party;

(f)

by the Seller, at any time after the Outside Date, if the Purchaser shall have failed for any reason to have obtained the financing referred to in Section 2.23 hereof; or

(g)

by either the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated prior to the Outside Date (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained herein), unless extended by a written agreement by the Seller and the Purchaser.

(a)

each Party shall (and shall cause its respective employees, agents and representatives to) return to the Party furnishing the same all information, documents, work papers and other materials (regardless of whether the same is in printed, electronic or computerized form and including, without limitation, all copies and summaries thereof) of the other Party or relating to the other Party, its customers or employees or the transactions contemplated hereby, whether obtained before or after the execution hereof, and

(b)

all information received by either Party hereto with respect to the business, operations and customers of the other Party (except information which is available to the public or which has heretofore been or is hereafter filed as public information with any governmental authority, other than through a breach of this Agreement) shall not at any time be used for any business purpose by such Party or disclosed by such Party to any other person or entity.

(a)

The Parties hereby acknowledge and agree that the Seller has committed and will commit substantial time, effort, resources and expenses, will forgo other opportunities in pursuing the transactions contemplated by this Agreement and would not enter into this Agreement unless the Purchaser agreed to the provisions of this Section 7.4.  The Purchaser agrees that it shall pay in immediately available funds to the Seller a break-up fee in the amount of Seven Hundred Fifty Thousand Dollars ($750,000), (the “Seller Break-up Fee”), in the event that the Seller terminates this Agreement pursuant to Section 7.1(f) hereof.

(b)

The Seller Break-up Fee shall be paid to the Seller within thirty (30) days of the occurrence of the termination event specified in Section 7.4(a) hereof.  If the Seller Break-up Fee is not paid as provided, then the Seller shall be entitled to recover interest (calculated at a rate equal to the average of the high and low bids for Federal Funds as reported in The Wall Street Journal, Midwest Edition , on the date of termination, or, if none, on the latest date immediately prior to the date of termination on which such bids were reported in The Wall Street Journal) on the unpaid amount of the Seller Break-up Fee from the time the Seller Break-up Fee is due until paid-in-full, together with all costs of collection thereof, including reasonable attorneys' fees and expenses.

(c)

The Seller and the Purchaser hereby acknowledge and agree that the Seller Break-up Fee shall compensate the Seller for (i) expenses incurred for attorneys, accountants, financial advisors and consultants of the Seller in pursuing this Agreement and the transactions contemplated hereby, and (ii) the Seller’s management time and expense in investigating, analyzing, developing and pursuing this Agreement and the transactions contemplated hereby.  The Purchaser further acknowledges and agrees that the amount of the Seller Break-up Fee is fair, reasonable and not a penalty and that its obligation to pay the Break-up Fee shall survive any termination of this Agreement by the Seller and the Purchaser.

(a)

With respect to the indemnification obligations of the Seller pursuant to Section 8.1(a), the Seller shall not be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which the Seller would be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a) unless the aggregate of all Losses for which the Seller would, but for this clause, be liable under Section 8.1(a) exceeds on a cumulative basis $100,000 (the “Indemnification Threshold”), at which point Purchaser Indemnified Parties and their respective affiliates, successors or assigns shall be entitled to all indemnification amounts under Section 8.1(a) from the Seller in excess of the Indemnification Threshold; provided, however, that the limitations in this Section 8.5(a) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization) and Section 3.5(a) (Assets) (such Sections, collectively, the “Seller Material Representations”).

(b)

With respect to the indemnification obligations of the Purchaser pursuant to Section 8.2(a), the Purchaser shall not be obligated to indemnify the Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a), for any Losses for which the Purchaser would be obligated to indemnify Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a) unless the aggregate of all Losses for which the Purchaser would, but for this clause, be liable under Section 8.2(a) exceeds on a cumulative basis the Indemnification Threshold, at which point the Seller Indemnified Parties or any of their respective affiliates, successors or assigns shall be entitled to all indemnification amounts under Section 8.2(a) from the Purchaser in excess of the Indemnification Threshold; provided, however, that the limitations in this Section 8.5(b) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 4.1 (Corporate Organization) and Section 4.2 (Authorization).

(c)

With respect to the indemnification obligations of the Seller pursuant to Section 8.1(a) (other than the Seller Material Representations), the Seller shall not be obligated to indemnify Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which Seller would be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a) in excess of an aggregate amount equal to $6,500,000.

(d)

The amount of any losses for which indemnification is provided under Section 8.1(a) and Section 8.2(a) be reduced by (i) any tax savings realized by such Party and (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually received as an offset against such loss, net of any reasonable expenses incurred in recovering such monies from the insurance carrier.

(e)

The rights to indemnity contained in this Article VIII shall be the sole remedies of the Parties hereto for monetary damages following the Closing for breach of a representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement; provided, however, that this provision shall not apply to breaches resulting from actual fraud or willful misconduct by the breaching Party, with respect to Excluded Assets or the Excluded Liabilities or with respect to breaches under Section 2.20 hereof.

(a)

“affiliate” or “affiliates” shall mean with respect to the Seller or the Purchaser, as required by the context, any and all (i) direct and indirect parent corporations and subsidiaries of the Seller or the Purchaser, (ii) direct and indirect subsidiaries of the Seller’s or the Purchaser’s parent corporation, and (iii) entities controlled by or controlling the Seller or the Purchaser.

(b)

“Business Day” shall mean a day, other than a Saturday or a Sunday, on which banking institutions in the City of Indianapolis, Indiana are required to be open.

(c)

“Environmental Laws” shall mean all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning: (i) health, safety and sanitation; (ii) the protection of the environment, worker safety or human health or welfare; (iii) the presence, investigation, correction, abatement, remedy, restoration or cleanup of a Hazardous Substance; (iv) the closure of a treatment, storage or disposal facility; (v) the use, storage, treatment, generation, transportation, processing, handling, production or disposal of a Hazardous Substance; (vi) the protection of the environment from spilled, released, discharged or deposited Hazardous Substances; or (vii) the reimbursement or contribution for the costs of responding to the presence of a Hazardous Substance, including the Federal Solid Waste Disposal Act, the Hazardous and Solid Waste Amendments, the Federal Clean Air Act, the Federal Clean Water Act, the Occupational Health and Safety Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the Superfund Amendments and Reauthorization Act of 1986, all as amended, and regulations of the Environmental Protection Agency, the Nuclear Regulatory Agency and any state department of natural resources or state environmental protection agency now or at any time hereafter in effect.

(d)

“ERISA Affiliate” shall mean any entity under “common control” with Seller within the meaning of ERISA Section 4001(14).

(e)

“ESA” shall mean a trust created or organized for the purpose of paying the qualified education expenses of an individual who is the designated beneficiary of the trust in accordance with the provisions of Section 530 of the Code.

(f)

“Fiduciary Relationships” shall mean (i) any and all common law or other trusts between individual, corporate or other entities with Seller as a trustee or co-trustee, including, without limitation, pension, compensation, testamentary, and charitable trusts and indentures, (ii) any and all decedents’ estates where the Seller is serving as a co- or sole executor, personal representative or administrator, administrator de bonis non, administrator de bonis non with will annexed, or in any similar fiduciary capacity, (iii) any and all guardianships, conservatorships or similar positions where Seller is serving or has served as a co- or sole guardian or conservator, or any similar fiduciary capacity, (iv) any and all agency and/or custodial accounts and/or similar arrangements under which the Seller is serving or has served as an agent or custodian for the owner or other party establishing the account with or without investment authority and (v) any and all escrow arrangements under which the Seller holds or held assets for any party or parties on stated terms and conditions.

(g)

“Hazardous Substance” shall mean a substance, contaminant, pollutant, chemical, material or waste which is regulated or considered to be hazardous or toxic under any Environmental Law.

(j)

“Keogh Account” means an account created by a trust for the benefit of employees (some or all of whom are owner-employees) and that complies with the provisions of Section 401 of the Code.

(k)

“Knowledge” of a particular fact or other matter shall mean information actually known to a Parties’ executive officers, directors or branch managers or such other information that a prudent person could be expected to discover after due inquiry appropriate under the circumstances.

(m)

“Person” shall mean an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, limited liability company, unincorporated organization, governmental authority or other entity or organization.

(n)

“Pre-Closing Event Liability” shall mean, with reference to any item and whether or not any of the acts, omissions, circumstances, events, violations, breaches or other matters described in the following clauses are now or hereafter known, all obligations and liabilities arising out of or relating to (i) any breach of or noncompliance with any Assumed Contact or Branch Lease to the extent such breach or noncompliance arises out of any act, omission, circumstance or event attributable to the period prior to the Closing Date, (ii) any Proceeding to the extent such Proceeding arises out of any act, omission, circumstance or event attributable to the period prior to the Closing Date, (iii) any violation of or noncompliance with any applicable law to the extent such violation or noncompliance arises out of any act, omission, circumstance or event attributable to the period prior to the Closing Date, (iv) any fraudulent or criminal activity or conduct or other wrong doing on the part of the Seller or any of its employees or agents at any time on or prior to the Closing Date (or, in the case of a Transferred Employee, at any time prior to the time such Transferred Employee shall become an employee of the Purchaser), and (v) any data or security breach or other misappropriation of customer data or information attributable to any period prior to the Closing Date.

(o)

“Proceeding” shall mean any action, arbitration, audit, proceeding, oversight, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced brought, conducted, or heard (or capable of being heard) by or before, or otherwise involving, any governmental authority or arbitrator.

(p)

“Purchaser’s Benefit Plans” shall mean each of the Purchaser’s “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder (“ERISA”), each compensation, consulting, employment or collective bargaining agreement, and each life, health, dental, disability or other insurance or benefit, bonus, vacation, fringe benefit, deferred or incentive compensation, workman’s compensation, severance or separation, pension, profit sharing, retirement or other employee benefit plan, practice, policy or arrangement of any kind, oral or written, covering employees or former employees of the Purchaser, which the Purchaser or any ERISA Affiliate of the Purchaser maintains or contributes to, or maintained or contributed.

(q)

“Seller’s Benefit Plans” shall mean each of the Seller’s “employee benefit plans” within the meaning of Section 3(3) of ERISA, each compensation, consulting, employment or collective bargaining agreement, and each life, health, dental, disability or other insurance or benefit, bonus, vacation, fringe benefit, deferred or incentive compensation, workman’s compensation, severance or separation, pension, profit sharing, retirement or other employee benefit plan, practice, policy or arrangement of any kind, oral or written, covering employees or former employees of the Seller, which the Seller or any ERISA Affiliate of the Seller maintains or contributes to, or maintained or contributed.