6.06 Acquisition Proposal. <omitted> (d) <omitted> the Premier Financial Board may not effect a Acceptance of Superior Proposal unless: <omitted> (ii) Premier Financial shall have provided prior written notice to Peoples at least five business days in advance (the “Notice Period”) of taking such action, which notice shall advise Peoples that the Premier Financial Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (including the identity of the Person or Group making the Superior Proposal); (iii) during the Notice Period, Premier Financial shall, and shall cause its financial advisors and outside counsel to, negotiate with Peoples in good faith (to the extent Peoples desires to so negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal <omitted> 8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted> (f) By: (i) Premier Financial if (A) the Premier Financial Board (or a duly authorized committee thereof) has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06; provided, that the right of Premier Financial to terminate this Agreement pursuant to this Section 8.01(f) is conditioned on and subject to the prior payment by Premier Financial to Peoples of the Termination Fee in accordance with Section 8.02(b). Any purported termination pursuant to this Section 8.01(f) shall be void and of no force or effect if Premier Financial shall not have paid and Peoples shall not have received the Termination Fee (Page 67)

6.06 Acquisition Proposal. <omitted> (d) <omitted> the Premier Financial Board may not effect a Acceptance of Superior Proposal unless: <omitted> (ii) Premier Financial shall have provided prior written notice to Peoples at least five business days in advance (the “Notice Period”) of taking such action <omitted> ; (iii) during the Notice Period, Premier Financial shall <omitted> negotiate with Peoples in good faith (to the extent Peoples desires to so negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal <omitted> 8.01 Termination. This Agreement may be terminated <omitted> (f) By: (i) Premier Financial if (A) the Premier Financial Board <omitted> has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06 (Page 67)

6.06 Acquisition Proposal. <omitted> (d) <omitted> the Premier Financial Board may not effect a Acceptance of Superior Proposal unless: <omitted> (ii) Premier Financial shall have provided prior written notice to Peoples at least five business days in advance (the “Notice Period”) of taking such action, which notice shall advise Peoples that the Premier Financial Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (including the identity of the Person or Group making the Superior Proposal); (iii) during the Notice Period, Premier Financial shall, and shall cause its financial advisors and outside counsel to, negotiate with Peoples in good faith (to the extent Peoples desires to so negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iv) the Premier Financial Board shall have concluded in good faith (after consultation with Premier Financial’s financial advisors and outside legal counsel) that, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered or agreed to by Peoples, if any, that such Acquisition Proposal continues to constitute a Superior Proposal. If during the Notice Period any revisions are made to the Superior Proposal, Premier Financial shall deliver a new written notice to Peoples giving rise to a new five business day Notice Period and shall again comply with the requirements of this Section 6.06(d) with respect to such new written notice. <omitted> 8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted> (f) By: (i) Premier Financial if (A) the Premier Financial Board (or a duly authorized committee thereof) has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06; provided, that the right of Premier Financial to terminate this Agreement pursuant to this Section 8.01(f) is conditioned on and subject to the prior payment by Premier Financial to Peoples of the Termination Fee in accordance with Section 8.02(b). Any purported termination pursuant to this Section 8.01(f) shall be void and of no force or effect if Premier Financial shall not have paid and Peoples shall not have received the Termination Fee (Page 67)

6.06 Acquisition Proposal. <omitted> (d) <omitted> the Premier Financial Board may not effect a Acceptance of Superior Proposal unless: <omitted> (ii) Premier Financial shall have provided prior written notice to Peoples at least five business days in advance (the “Notice Period”) of taking such action <omitted> . If during the Notice Period any revisions are made to the Superior Proposal, Premier Financial shall deliver a new written notice to Peoples giving rise to a new five business day Notice Period and shall again comply with the requirements of this Section 6.06(d) with respect to such new written notice. <omitted> 8.01 Termination. This Agreement may be terminated <omitted> (f) By: (i) Premier Financial if (A) the Premier Financial Board <omitted> has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06 (Page 67)

Question: Initial matching rights period (FTR)-Answer
Subquestion: <NONE>
Answer: 5 business days