Purchase and Assumption Agreement



 EXHIBIT 10.8 
 PURCHASE AND ASSUMPTION AGREEMENT 
 MODIFIED WHOLE BANK ALL
DEPOSITS 
 AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, 
 RECEIVER OF PEOPLES FIRST COMMUNITY BANK, PANAMA CITY, 
 FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION 
 and 
 HANCOCK BANK 
 DATED AS OF DECEMBER 18, 2009 







 PURCHASE AND ASSUMPTION AGREEMENT 
 MODIFIED WHOLE BANK 
 ALL DEPOSITS 
 THIS AGREEMENT, made and entered into as of the 18th day of December, 2009, by and among the FEDERAL DEPOSIT INSURANCE
CORPORATION, RECEIVER OF PEOPLES FIRST COMMUNITY BANK, PANAMA CITY, FLORIDA (the “Receiver”), HANCOCK BANK, organized under the laws of the state of Mississippi, and having its principal place of business in Gulfport, MS (the
“Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

 WITNESSETH: 
 WHEREAS, on Bank Closing, the Chartering Authority closed Peoples First Community Bank (the “Failed Bank”) pursuant to applicable law and the Corporation was appointed Receiver thereof; and

 WHEREAS, the Assuming Bank desires to purchase certain assets and assume certain deposit and other
liabilities of the Failed Bank on the terms and conditions set forth in this Agreement; and 
 WHEREAS, pursuant
to 12 U.S.C. Section 1823(c)(2)(A), the Corporation may provide assistance to the Assuming Bank to facilitate the transactions contemplated by this Agreement, which assistance may include indemnification pursuant to Article XII; and 

WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined to provide assistance to the
Assuming Bank on the terms and subject to the conditions set forth in this Agreement; and 
 WHEREAS, the Board
has determined pursuant to 12 U.S.C. Section 1823(c)(4)(A) that such assistance is necessary to meet the obligation of the Corporation to provide insurance coverage for the insured deposits in the Failed Bank. 
 NOW THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto
agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 Capitalized terms used in this Agreement shall have
the meanings set forth in this Article I, or elsewhere in this Agreement. As used herein, words imparting the singular include the plural and vice versa. 







 “Accounting Records” means the general ledger and subsidiary
ledgers and supporting schedules which support the general ledger balances. 
 “Acquired Subsidiaries”
means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1. 
 “Affiliate” of any
Person means any director, officer, or employee of that Person and any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct or indirect common control with, such Person, or (ii) who is an affiliate
of such Person as the term “affiliate” is defined in Section 2 of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Section 1841. 
 “Agreement” means this Purchase and Assumption Agreement by and among the Assuming Bank, the Corporation and the Receiver, as amended or otherwise modified from time to
time. 
 “Assets” means all assets of the Failed Bank purchased pursuant to Section 3.1. Assets
owned by Subsidiaries of the Failed Bank are not “Assets” within the meaning of this definition. 
 “Assumed Deposits” means Deposits. 
 “Bank Closing” means the close of business of
the Failed Bank on the date on which the Chartering Authority closed such institution. 
 “Bank
Premises” means the banking houses, drive-in banking facilities, and teller facilities (staffed or automated) together with adjacent parking, storage and service facilities and structures connecting remote facilities to banking houses, and land
on which the foregoing are located, and unimproved land that are owned or leased by the Failed Bank and that have formerly been utilized, are currently utilized, or are intended to be utilized in the future by the Failed Bank as shown on the
Accounting Record of the Failed Bank as of Bank Closing. 
 “Bid Valuation Date” means
September 30, 2009. 
 “Book Value” means, with respect to any Asset and any Liability Assumed,
the dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of any item shall be determined as of Bank Closing after adjustments made by the Receiver for differences in accounts, suspense items, unposted debits and
credits, and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of a Subsidiary of the Failed Bank acquired by the Assuming Bank shall be determined from the investment in subsidiary and
related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include
all accrued and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the “rule of 78s” or add-on-interest loans, as
applicable), if any, as of Bank Closing, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of Bank Closing, and adjustments for Failed Bank
Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts or any related deferred income, fees or expenses, or general or specific reserves
on the Accounting Records of the Failed Bank. 
  

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 “Business Day” means a day other than a Saturday, Sunday, Federal
legal holiday or legal holiday under the laws of the State where the Failed Bank is located, or a day on which the principal office of the Corporation is closed. 
 “Chartering Authority” means (i) with respect to a national bank, the Office of the Comptroller of the Currency, (ii) with respect to a Federal savings
association or savings bank, the Office of Thrift Supervision, (iii) with respect to a bank or savings institution chartered by a State, the agency of such State charged with primary responsibility for regulating and/or closing banks or savings
institutions, as the case may be, (iv) the Corporation in accordance with 12 U.S.C. Section 1821(c), with regard to self appointment, or (v) the appropriate Federal banking agency in accordance with 12 U.S.C. 1821(c)(9). 

“Commitment” means the unfunded portion of a line of credit or other commitment reflected on the books and
records of the Failed Bank to make an extension of credit (or additional advances with respect to a Loan) that was legally binding on the Failed Bank as of Bank Closing, other than extensions of credit pursuant to the credit card business and
overdraft protection plans of the Failed Bank, if any. 
 “Credit Documents” mean the agreements,
instruments, certificates or other documents at any time evidencing or otherwise relating to, governing or executed in connection with or as security for, a Loan, including without limitation notes, bonds, loan agreements, letter of credit
applications, lease financing contracts, banker’s acceptances, drafts, interest protection agreements, currency exchange agreements, repurchase agreements, reverse repurchase agreements, guarantees, deeds of trust, mortgages, assignments,
security agreements, pledges, subordination or priority agreements, lien priority agreements, undertakings, security instruments, certificates, documents, legal opinions, participation agreements and intercreditor agreements, and all amendments,
modifications, renewals, extensions, rearrangements, and substitutions with respect to any of the foregoing. 
 “Credit File” means all Credit Documents and all other credit, collateral, or insurance documents in the possession or custody of the Assuming Bank, or any of its Subsidiaries or Affiliates, relating to an Asset or a Loan included
in a Put Notice, or copies of any thereof. 
 “Data Processing Lease” means any lease or licensing
agreement, binding on the Failed Bank as of Bank Closing, the subject of which is data processing equipment or computer hardware or software used in connection with data processing activities. A lease or licensing agreement for computer software
used in connection with data processing activities shall constitute a Data Processing Lease regardless of whether such lease or licensing agreement also covers data processing equipment. 
 “Deposit” means a deposit as defined in 12 U.S.C. Section 1813(l), including without limitation, outstanding
cashier’s checks and other official checks and all uncollected items included in the depositors’ balances and credited on the books and records of the Failed Bank; provided, that the term “Deposit” shall not include all or any
portion of those deposit balances which, in the discretion of the Receiver or the Corporation, (i) may be required to satisfy it for any liquidated or contingent liability of any depositor arising from an unauthorized or unlawful transaction,
or (ii) may be needed to provide payment of any liability of any depositor to the Failed Bank or the Receiver, including the liability of any depositor as a director or officer of the Failed Bank, whether or not the amount of the liability is
or can be determined as of Bank Closing. 
  

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 “Deposit Secured Loan” means a loan in which the only collateral
securing the loan is Assumed Deposits or deposits at other insured depository institutions 
 “Equity
Adjustment” means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as
of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number. 
 “Failed Bank Advances” means the total sums paid by the Failed Bank to (i) protect its lien position, (ii) pay ad valorem taxes and hazard insurance, and (iii) pay credit life
insurance, accident and health insurance, and vendor’s single interest insurance. 
 “Fair Market
Value” means (i)(a) “Market Value” as defined in the regulation prescribing the standards for real estate appraisals used in federally related transactions, 12 
 C.F.R. § 323.2(g), and accordingly shall mean the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair
sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to
buyer under conditions whereby: 
 (1) Buyer and seller are typically motivated; 
 (2) Both parties are well informed or well advised, and acting in what they consider their own best
interests; 
 (3) A reasonable time is allowed for exposure in the open market; 
 (4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable
thereto; and 
 (5) The price represents the normal consideration for the property sold
unaffected by special or creative financing or sales concessions granted by anyone associated with the sale; 
 as determined as
of Bank Closing by an appraiser chosen by the Assuming Bank from a list of acceptable appraisers provided by the Receiver; any costs and fees associated with such determination shall be shared equally by the Receiver and the Assuming Bank, and
(b) which, with respect to Bank Premises (to the extent, if any, that Bank Premises are purchased utilizing this valuation method), shall be determined not later than sixty (60) days after Bank Closing by an appraiser selected by the
Receiver and the Assuming Bank within seven (7) days after Bank Closing; or (ii) with respect to property other than Bank Premises purchased utilizing this valuation method, the price therefore as established by the Receiver and agreed to
by the Assuming Bank, or in the absence of such agreement, as determined in accordance with clause (i)(a) above. 
  

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 “First Loss Tranche” means the dollar amount of liability that the
Assuming Bank will incur prior to the commencement of loss sharing, which is the sum of (i) the Assuming Bank’s asset premium (discount) bid, as reflected on the Assuming Bank’s bid form, plus (ii) the Assuming Bank’s
Deposit premium bid, as reflected on the Assuming Bank’s bid form, plus (iii) the Equity Adjustment. The First Loss Tranche may be a positive or negative number. 
 “Fixtures” means those leasehold improvements, additions, alterations and installations constituting all or a part of Bank Premises and which were acquired, added, built,
installed or purchased at the expense of the Failed Bank, regardless of the holder of legal title thereto as of Bank Closing. 
 “Furniture and Equipment” means the furniture and equipment, other than motor vehicles, leased or owned by the Failed Bank and reflected on the books of the Failed Bank as of Bank Closing and
located on or at Bank Premises, including without limitation automated teller machines, carpeting, furniture, office machinery (including personal computers), shelving, office supplies, telephone, surveillance, security systems and artwork. Motor
vehicles shall be considered other assets and pass at Book Value. Furniture and equipment located at a storage facility not adjacent to a Bank Premises are excluded from this definition. 
 “Indemnitees” means, except as provided in paragraph (11) of Section 12.1, (i) the Assuming Bank,
(ii) the Subsidiaries and Affiliates of the Assuming Bank other than any Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the Assuming Bank, and (iii) the directors, officers, employees and
agents of the Assuming Bank and its Subsidiaries and Affiliates who are not also present or former directors, officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank. 
 “Legal Balance” means the amount of indebtedness legally owed by an Obligor with respect to a Loan, including
principal and accrued and unpaid interest, late fees, attorneys’ fees and expenses, taxes, insurance premiums, and similar charges, if any. 
 “Liabilities Assumed” has the meaning provided in Section 2.1. 
 “Lien” means any mortgage, lien, pledge, charge, assignment for security purposes, security interest, or encumbrance of any kind with respect to an Asset, including any conditional sale
agreement or capital lease or other title retention agreement relating to such Asset. 
 “Loans” means
all of the following owed to or held by the Failed Bank as of Bank Closing: 
 (a) loans
(including loans which have been charged off the Accounting Records of the Failed Bank in whole or in part prior to and including the Bid Valuation Date), participation agreements, interests in participations, overdrafts of customers (including but
not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account), revolving commercial lines of credit, home equity lines of credit, Commitments, United States and/or
State-guaranteed student loans, and lease financing contracts; 
  

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 (b) all Liens, rights (including rights of set-off), remedies, powers,
privileges, demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or for the benefit of, the holder of the obligations or instruments referred to in clause (i) above, including but not limited to those
arising under or based upon Credit Documents, casualty insurance policies and binders, standby letters of credit, mortgagee title insurance policies and binders, payment bonds and performance bonds at any time and from time to time existing with
respect to any of the obligations or instruments referred to in clause (i) above; and 
 (c) all
amendments, modifications, renewals, extensions, refinancings, and refundings of or for any of the foregoing. 
 “Obligor” means each Person liable for the full or partial payment or performance of any Loan, whether such Person is obligated directly, indirectly, primarily, secondarily, jointly, or severally. 
 “Other Real Estate” means all interests in real estate (other than Bank Premises and Fixtures), including but not
limited to mineral rights, leasehold rights, condominium and cooperative interests, air rights and development rights that are owned by the Failed Bank. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision
thereof, excluding the Corporation. 
 “Primary Indemnitor” means any Person (other than the Assuming
Bank or any of its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including payments on account of claims made against) to or on behalf of any Person in connection with the claims covered under Article XII,
including without limitation any insurer issuing any directors and officers liability policy or any Person issuing a financial institution bond or banker’s blanket bond. 
 “Proforma” means producing a balance sheet that reflects a reasonably accurate financial statement of the Failed bank through the date of closing. The Proforma financial
statements serve as a basis for the opening entries of both the Assuming Bank and the Receiver. 
 “Put
Date” has the meaning provided in Section 3.4. 
 “Put Notice” has the meaning provided in
Section 3.4. 
 “Qualified Financial Contract” means a qualified financial contract as defined in
12 U.S.C. Section 1821(e)(8)(D). 
  

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 “Record” means any document, microfiche, microfilm and computer
records (including but not limited to magnetic tape, disc storage, card forms and printed copy) of the Failed Bank generated or maintained by the Failed Bank that is owned by or in the possession of the Receiver at Bank Closing. 
 “Related Liability” with respect to any Asset means any liability existing and reflected on the Accounting Records
of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and
(iii) any other obligation determined by the Receiver to be directly related to such Asset. 
 “Related Liability Amount” with respect to any Related Liability on the books of the Assuming Bank, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Bank (as maintained in accordance
with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated
among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar
amount of such assets stated on the Accounting Records of the entity that owns such asset. 
 “Repurchase
Price” means, with respect to any Loan the Book Value, adjusted to reflect changes to Book Value after Bank Closing, plus (i) any advances and interest on such Loan after Bank Closing, minus (ii) the total of amounts received by the
Assuming Bank for such Loan, regardless of how applied, after Bank Closing, plus (iii) advances made by Assuming Bank, plus (iv) total disbursements of principal made by Receiver that are not included in the Book Value. 
 “Safe Deposit Boxes” means the safe deposit boxes of the Failed Bank, if any, including the removable safe deposit
boxes and safe deposit stacks in the Failed Bank’s vault(s), all rights and benefits under rental agreements with respect to such safe deposit boxes, and all keys and combinations thereto. 
 “Settlement Date” means the first Business Day immediately prior to the day which is one hundred eighty
(180) days after Bank Closing, or such other date prior thereto as may be agreed upon by the Receiver and the Assuming Bank. The Receiver, in its discretion, may extend the Settlement Date. 
 “Settlement Interest Rate” means, for the first calendar quarter or portion thereof during which interest accrues,
the rate determined by the Receiver to be equal to the equivalent coupon issue yield on twenty-six (26)-week United States Treasury Bills in effect as of Bank Closing as published in The Wall Street Journal; provided, that if no such equivalent
coupon issue yield is available as of Bank Closing, the equivalent coupon issue yield for such Treasury Bills most recently published in The Wall Street Journal prior to Bank Closing shall be used. Thereafter, the rate shall be adjusted to the rate
determined by the Receiver to be equal to the equivalent coupon issue yield on such Treasury Bills in effect as of the first day of each succeeding calendar quarter during which interest accrues as published in The Wall Street Journal. 

 

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 “Subsidiary” has the meaning set forth in Section 3(w)(4) of
the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(w)(4), as amended. 
 ARTICLE II 
 ASSUMPTION OF LIABILITIES 
 Section 2.1 Liabilities Assumed by Assuming Bank. The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge
all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as “Liabilities Assumed”): 
 (a) Assumed Deposits, except those Deposits specifically listed on Schedule 2.1(a); provided, that as to any Deposits of
public money which are Assumed Deposits, the Assuming Bank agrees to properly secure such Deposits with such Assets as appropriate which, prior to Bank Closing, were pledged as security by the Failed Bank, or with assets of the Assuming Bank, if
such securing Assets, if any, are insufficient to properly secure such Deposits; 
 (b) liabilities for
indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting any Assets, if any; provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market
value of the Assets securing such liability as determined by the Receiver; 
 (c) borrowings from Federal
Reserve Banks and Federal Home Loan Banks, if any, provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the assets securing such liability as determined by the Receiver; and overdrafts,
debit balances, service charges, reclamations, and adjustments to accounts with the Federal Reserve Banks as reflected on the books and records of any such Federal Reserve Bank within ninety (90) days after Bank Closing, if any; 
 (d) ad valorem taxes applicable to any Asset, if any; provided, that the assumption of any ad valorem taxes pursuant to this
paragraph shall be limited to an amount equal to the market value of the Asset to which such taxes apply as determined by the Receiver; 
 (e) liabilities, if any, for federal funds purchased, repurchase agreements and overdrafts in accounts maintained with other depository institutions (including any accrued and unpaid interest thereon
computed to and including Bank Closing); provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the Assets securing such liability as determined by the Receiver; 
 (f) United States Treasury tax and loan note option accounts, if any; 
 (g) liabilities for any acceptance or commercial letter of credit (other than “standby letters of credit” as
defined in 12 C.F.R. Section 337.2(a)); provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the Assets securing such liability as determined by the Receiver; 
  

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 (h) duties and obligations assumed pursuant to this Agreement including
without limitation those relating to the Failed Bank’s Records, credit card business, overdraft protection plans, safe deposit business, safekeeping business or trust business, if any; 
 (i) liabilities, if any, for Commitments; 
 (j) liabilities, if any, for amounts owed to any Subsidiary of the Failed Bank acquired under Section 3.1; 
 (k) liabilities, if any, with respect to Qualified Financial Contracts; 
 (l) duties and obligations under any contract pursuant to which the Failed Bank provides mortgage servicing for others, or
mortgage servicing is provided to the Failed Bank by others; and 
 (m) all asset-related offensive litigation
liabilities and all asset-related defensive litigation liabilities, but only to the extent such liabilities relate to assets subject to a loss share agreement, and provided that all other defensive litigation and any class actions with respect to
credit card business are retained by the Receiver. 
 Schedule 2.1 attached hereto and incorporated herein sets
forth certain categories of Liabilities Assumed and the aggregate Book Value of the Liabilities Assumed in such categories. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII.

 Section 2.2 Interest on Deposit Liabilities. The Assuming Bank agrees that, from and after Bank
Closing, it will accrue and pay interest on Deposit liabilities assumed pursuant to Section 2.1 at a rate(s) it shall determine; provided, that for non-transaction Deposit liabilities such rate(s) shall not be less than the lowest rate offered
by the Assuming Bank to its depositors for non-transaction deposit accounts. The Assuming Bank shall permit each depositor to withdraw, without penalty for early withdrawal, all or any portion of such depositor’s Deposit, whether or not the
Assuming Bank elects to pay interest in accordance with any deposit agreement formerly existing between the Failed Bank and such depositor; and further provided, that if such Deposit has been pledged to secure an obligation of the depositor or other
party, any withdrawal thereof shall be subject to the terms of the agreement governing such pledge. The Assuming Bank shall give notice to such depositors as provided in Section 5.3 of the rate(s) of interest which it has determined to pay and
of such withdrawal rights. 
 Section 2.3 Unclaimed Deposits. Fifteen (15) months following the
Bank Closing Date, the Assuming Bank will provide the Receiver a listing of all deposit accounts, including the type of account, not claimed by the depositor. The Receiver will review the list and authorize the Assuming Bank to act on behalf of the
Receiver to send a “Final Legal Notice” in a form substantially similar to Exhibit 2.3A to the owner(s) of the unclaimed deposits reminding them of the need to claim or arrange to continue their account(s) with the Assuming Bank. The
Assuming Bank will send the “Final Legal Notice” to the depositors within thirty (30) days following notification of the Receiver’s authorization. The Assuming Bank will prepare an Affidavit of Mailing and will forward the
Affidavit of Mailing to the Receiver after mailing out the “Final Legal Notice” in a form substantially similar to Exhibit 2.3B to the owner(s) of unclaimed deposit accounts. 
  

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 If, within eighteen (18) months after Bank Closing, any depositor of
the Failed Bank does not claim or arrange to continue such depositor’s Deposit assumed pursuant to Section 2.1 at the Assuming Bank, the Assuming Bank shall, within fifteen (15) Business Days after the end of such eighteen
(18) month period, (i) refund to the Receiver the full amount of each such deposit (without reduction for service charges), (ii) provide to the Receiver a schedule of all such refunded Deposits in such form as may be prescribed by the
Receiver, and (iii) assign, transfer, convey, and deliver to the Receiver, all right, title, and interest of the Assuming Bank in and to the Records previously transferred to the Assuming Bank and other records generated or maintained by the
Assuming Bank pertaining to such Deposits. During such eighteen (18) month period, at the request of the Receiver, the Assuming Bank promptly shall provide to the Receiver schedules of unclaimed deposits in such form as may be prescribed by the
Receiver. 
 Section 2.4 Employee Plans. Except as provided in Section 4.12, the Assuming Bank
shall have no liabilities, obligations or responsibilities under the Failed Bank’s health care, bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any, unless the Receiver and the
Assuming Bank agree otherwise subsequent to the date of this Agreement. 
 ARTICLE III 
 PURCHASE OF ASSETS 
 Section 3.1 Assets Purchased by Assuming Bank. With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the
Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all
subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank
Closing. Schedule 3.1 attached hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII.
Assets are purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. Notwithstanding Section 4.8, the Assuming Bank
specifically purchases all mortgage servicing rights and obligations of the Failed Bank. 
 Section 3.2
Asset Purchase Price. 
 (a) All Assets and assets of the Failed Bank subject to an option to purchase by
the Assuming Bank shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject
to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before
the Bid Valuation Date shall be purchased at a price of zero. 
  

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 (b) The purchase price for securities (other than the capital stock of any
Acquired Subsidiary and FRB and FHLB stock) purchased under Section 3.1 by the Assuming Bank shall be the market value thereof as of Bank Closing, which market value shall be (i) the market price for each such security quoted at the close
of the trading day effective on Bank Closing as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the Receiver, IDC/Financial Times (FT) Interactive Data; (ii) provided, that if such market price is not
available for any such security, the Assuming Bank will submit a bid for each such security within three days of notification/bid request by the Receiver (unless a different time period is agreed to by the Assuming Bank and the Receiver) and the
Receiver, in its sole discretion will accept or reject each such bid; and (iii) further provided in the absence of an acceptable bid from the Assuming Bank, each such security shall not pass to the Assuming Bank and shall be deemed to be an
excluded asset hereunder. 
 (c) Qualified Financial Contracts shall be purchased at market value determined in
accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally by the Receiver and the Assuming Bank. 
 Section 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE ASSUMING BANK UNDER THIS
AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER’S DEED OR RECEIVER’S BILL OF SALE, “AS IS”, “WHERE IS”, WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES
WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS. 
 Section 3.4 Puts of Assets to the Receiver. 
 (a) Puts Within 30 Days After Bank Closing. During the thirty (30)-day period following Bank Closing and only during such
period (which thirty (30)-day period may be extended in writing in the sole absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Bank shall be entitled to require the Receiver to purchase any
Deposit Secured Loan transferred to the Assuming Bank pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral
or deficient documentation regarding such collateral; provided with regard to any Deposit Secured Loan secured by an Assumed Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been
made; and, at the end of the thirty (30)-day period following Bank Closing and at that time only, in accordance with this Section 3.4, the Assuming Bank shall be entitled to require the Receiver to purchase any remaining overdraft transferred
to the Assuming Bank pursuant to 3.1 which both was made after the Bid Valuation Date and was not made pursuant to an overdraft protection plan or similar extension of credit. 
  

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 Notwithstanding the foregoing, the Assuming Bank shall not have the right to
require the Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired Subsidiary, or (ii) the Assuming Bank has: 
 (i) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; 
 (ii) taken any action that increased the amount of a Related Liability with respect to such Loan over the
amount of such liability immediately prior to the time of such action; 
 (iii) created or
permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; 
 (iv) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or
amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or

 (v) sold, assigned or transferred all or a portion of such Loan to a third party (whether with
or without recourse). 
 The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and
shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4. 
 (b) Notices to the Receiver. In the event that the Assuming Bank elects to require the Receiver to purchase one or
more Assets, the Assuming Bank shall deliver to the Receiver a notice (a “Put Notice”) which shall include: 
 (i) a list of all Assets that the Assuming Bank requires the Receiver to purchase; 
 (ii) a list of all Related Liabilities with respect to the Assets identified pursuant to (i) above; and 
 (iii) a statement of the estimated Repurchase Price of each Asset identified pursuant to (i) above as of the applicable Put Date. 
 Such notice shall be in the form prescribed by the Receiver or such other form to which the Receiver shall consent. As
provided in Section 9.6, the Assuming Bank shall deliver to the Receiver such documents, Credit Files and such additional information relating to the subject matter of the Put Notice as the Receiver may request and shall provide to the Receiver
full access to all other relevant books and records. 
  

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 (c) Purchase by Receiver. The Receiver shall purchase Assets that are
specified in the Put Notice and shall assume Related Liabilities with respect to such Assets, and the transfer of such Assets and Related Liabilities shall be effective as of a date determined by the Receiver which date shall not be later than
thirty (30) days after receipt by the Receiver of the Put Notice (the “Put Date”). 
 (d)
Purchase Price and Payment Date. Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in
each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Bank the amount of such difference; if the difference
between such amounts is negative, then the Assuming Bank shall pay to the Receiver the amount of such difference. The Assuming Bank or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not
later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date
upon which payment is made. 
 (e) Servicing. The Assuming Bank shall administer and manage any Asset
subject to purchase by the Receiver in accordance with usual and prudent banking standards and business practices until such time as such Asset is purchased by the Receiver. 
 (f) Reversals. In the event that the Receiver purchases an Asset (and assumes the Related Liability) that it is not required to purchase pursuant to this Section 3.4, the
Assuming Bank shall repurchase such Asset (and assume such Related Liability) from the Receiver at a price computed so as to achieve the same economic result as would apply if the Receiver had never purchased such Asset pursuant to this
Section 3.4. 
 Section 3.5 Assets Not Purchased by Assuming Bank. The Assuming Bank does not
purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement: 
 (a) any financial institution bonds, banker’s blanket bonds, or public liability, fire, extended coverage insurance policy, bank owned life insurance or any other insurance
policy of the Failed Bank, or premium refund, unearned premium derived from cancellation, or any proceeds payable with respect to any of the foregoing; 
 (b) any interest, right, action, claim, or judgment against (i) any officer, director, employee, accountant, attorney, or any other Person employed or retained by the Failed Bank or any Subsidiary of
the Failed Bank on or prior to Bank Closing arising out of any act or omission of such Person in such capacity, (ii) any underwriter of financial institution bonds, banker’s blanket bonds or any other insurance policy of the Failed Bank,
(iii) any shareholder or holding company of the Failed Bank, or (iv) any other Person whose action or inaction may be related to any loss (exclusive of any loss resulting from such Person’s failure to pay on a Loan made by the Failed
Bank) incurred by the Failed Bank; provided, that for the purposes hereof, the acts, omissions or other events giving rise to any such claim shall have occurred on or before Bank Closing, regardless of when any such claim is discovered and
regardless of whether any such claim is made with respect to a financial institution bond, banker’s blanket bond, or any other insurance policy of the Failed Bank in force as of Bank Closing; 
  

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 (c) prepaid regulatory assessments of the Failed Bank, if any; 

(d) legal or equitable interests in tax receivables of the Failed Bank, if any, including any claims arising as a result
of the Failed Bank having entered into any agreement or otherwise being joined with another Person with respect to the filing of tax returns or the payment of taxes; 
 (e) amounts reflected on the Accounting Records of the Failed Bank as of Bank Closing as a general or specific loss reserve or contingency account, if any; 
 (f) leased or owned Bank Premises and leased or owned Furniture and Equipment and Fixtures and data processing equipment
(including hardware and software) located on leased or owned Bank Premises, if any; provided, that the Assuming Bank does obtain an option under Section 4.6, Section 4.7 or Section 4.8, as the case may be, with respect thereto;

 (g) owned Bank Premises which the Receiver, in its discretion, determines may contain environmentally
hazardous substances; 
 (h) any “goodwill,” as such term is defined in the instructions to the report
of condition prepared by banks examined by the Corporation in accordance with 12 C.F.R. Section 304.4, and other intangibles; 
 (i) any criminal restitution or forfeiture orders issued in favor of the Failed Bank; 
 (j) reserved; 
 (k) assets essential to the Receiver in accordance
with Section 3.6; 
 (l) the securities listed on the attached Schedule 3.5(l); 
 (m) prepaid accounts associated with any contract or agreement that the Assuming Bank either does not directly assume
pursuant to the terms of this Agreement nor has an option to assume under Section 4.8; and 
 (n) Other
Real Estate, including but not limited to, those parcels listed on Schedule 3.5(n). 
 Section 3.6
Retention or Repurchase of Assets Essential to Receiver. 
 (a) The Receiver may refuse to sell to the
Assuming Bank, or the Assuming Bank agrees, at the request of the Receiver set forth in a written notice to the Assuming Bank, to assign, transfer, convey, and deliver to the Receiver all of the Assuming Bank’s right, title and interest in and
to, any Asset or asset essential to the Receiver as determined by the Receiver in its discretion (together with all Credit Documents evidencing or pertaining thereto), which may include any Asset or asset that the Receiver determines to be:

 (i) made to an officer, director, or other Person engaging in the affairs of the Failed Bank,
its Subsidiaries or Affiliates or any related entities of any of the foregoing; 
  

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 (ii) the subject of any investigation relating to any claim
with respect to any item described in Section 3.5(a) or (b), or the subject of, or potentially the subject of, any legal proceedings; 
 (iii) made to a Person who is an Obligor on a loan owned by the Receiver or the Corporation in its corporate capacity or its capacity as receiver of any institution; 
 (iv) secured by collateral which also secures any asset owned by the Receiver; or 
 (v) related to any asset of the Failed Bank not purchased by the Assuming Bank under this Article III or any
liability of the Failed Bank not assumed by the Assuming Bank under Article II. 
 (b) Each such Asset or asset
purchased by the Receiver shall be purchased at a price equal to the Repurchase Price thereof less the Related Liability Amount with respect to any Related Liabilities related to such Asset or asset, in each case determined as of the date of the
notice provided by the Receiver pursuant to Section 3.6(a). The Receiver shall pay the Assuming Bank not later than the twentieth (20th) Business Day following receipt of related Credit Documents and Credit Files together with interest on
such amount at the Settlement Interest Rate for the period from and including the date of receipt of such documents to and including the day preceding the day on which payment is made. The Assuming Bank agrees to administer and manage each such
Asset or asset in accordance with usual and prudent banking standards and business practices until each such Asset or asset is purchased by the Receiver. All transfers with respect to Asset or assets under this Section 3.6 shall be made as
provided in Section 9.6. The Assuming Bank shall transfer all such Asset or assets and Related Liabilities to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under
the Assuming Bank with respect to any such Asset or asset, as provided in Section 12.4. 
 ARTICLE IV 
 ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS 
 The Assuming Bank agrees with the Receiver and the Corporation as follows: 
 Section 4.1 Continuation of Banking Business. For the period commencing the first banking Business Day after Bank Closing and ending no earlier than the first anniversary of Bank Closing, the
Assuming Bank will provide full service banking in the trade area of the Failed Bank. Thereafter, the Assuming Bank may cease providing such banking services in the trade area of the Failed Bank, provided the Assuming Bank has received all necessary
regulatory approvals. At the option of the Assuming Bank, such banking services may be provided at any or all of the Bank Premises, or at other premises within such trade area. The trade area shall be determined by the Receiver. For the avoidance of
doubt, the foregoing shall not restrict the Assuming Bank from opening, closing or selling branches upon receipt of the necessary regulatory approvals, if the Assuming Bank or its successors continue to provide banking services in the trade area.
Assuming Bank will pay to the Receiver, upon the sale of a branch or branches within the year following the date of this agreement, fifty percent (50%) of any franchise premium in excess of the franchise premium paid by the Assuming Bank with
respect to such branch or branches. 
  

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 Section 4.2 Agreement with Respect to Credit Card Business. The
Assuming Bank agrees to honor and perform, from and after Bank Closing, all duties and obligations with respect to the Failed Bank’s credit card business, and/or processing related to credit cards, if any, and assumes all outstanding extensions
of credit with respect thereto. 
 Section 4.3 Agreement with Respect to Safe Deposit Business. The
Assuming Bank assumes and agrees to discharge, from and after Bank Closing, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to all Safe Deposit Boxes, if any, of the Failed Bank and to
maintain all of the necessary facilities for the use of such boxes by the renters thereof during the period for which such boxes have been rented and the rent therefore paid to the Failed Bank, subject to the provisions of the rental agreements
between the Failed Bank and the respective renters of such boxes; provided, that the Assuming Bank may relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Bank located in the trade area of the Failed Bank. The Safe
Deposit Boxes shall be located and maintained in the trade area of the Failed Bank for a minimum of one year from Bank Closing. The trade area shall be determined by the Receiver. Fees related to the safe deposit business earned prior to the Bank
Closing Date shall be for the benefit of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Bank. 
 Section 4.4 Agreement with Respect to Safekeeping Business. The Receiver transfers, conveys and delivers to the Assuming Bank and the Assuming Bank accepts all securities and other items, if
any, held by the Failed Bank in safekeeping for its customers as of Bank Closing. The Assuming Bank assumes and agrees to honor and discharge, from and after Bank Closing, the duties and obligations of the Failed Bank with respect to such securities
and items held in safekeeping. The Assuming Bank shall be entitled to all rights and benefits heretofore accrued or hereafter accruing with respect thereto. The Assuming Bank shall provide to the Receiver written verification of all assets held by
the Failed Bank for safekeeping within sixty (60) days after Bank Closing. The assets held for safekeeping by the Failed Bank shall be held and maintained by the Assuming Bank in the trade area of the Failed Bank for a minimum of one year from
Bank Closing. At the option of the Assuming Bank, the safekeeping business may be provided at any or all of the Bank Premises, or at other premises within such trade area. The trade area shall be determined by the Receiver. Fees related to the
safekeeping business earned prior to the Bank Closing Date shall be for the benefit of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Bank. 
 Section 4.5 Agreement with Respect to Trust Business. 
 (a) The Assuming Bank shall, without further transfer, substitution, act or deed, to the full extent permitted by law,
succeed to the rights, obligations, properties, assets, investments, deposits, agreements, and trusts of the Failed Bank under trusts, executorships, administrations, guardianships, and agencies, and other fiduciary or representative capacities, all
to the same extent as though the Assuming Bank had assumed the same from the Failed Bank prior to Bank Closing; provided, that any liability based on the misfeasance, malfeasance or nonfeasance of the Failed Bank, its directors, officers, employees
or agents with respect to the trust business is not assumed hereunder. 
  

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 (b) The Assuming Bank shall, to the full extent permitted by law, succeed
to, and be entitled to take and execute, the appointment to all executorships, trusteeships, guardianships and other fiduciary or representative capacities to which the Failed Bank is or may be named in wills, whenever probated, or to which the
Failed Bank is or may be named or appointed by any other instrument. 
 (c) In the event additional proceedings
of any kind are necessary to accomplish the transfer of such trust business, the Assuming Bank agrees that, at its own expense, it will take whatever action is necessary to accomplish such transfer. The Receiver agrees to use reasonable efforts to
assist the Assuming Bank in accomplishing such transfer. 
 (d) The Assuming Bank shall provide to the Receiver
written verification of the assets held in connection with the Failed Bank’s trust business within sixty (60) days after Bank Closing. 
 Section 4.6 Agreement with Respect to Bank Premises. 
 (a) Option to Purchase. Subject to Section 3.5, the Receiver hereby grants to the Assuming Bank an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank
Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Bank shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank
Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Bank gives notice of
its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Bank shall not be liable for any of the costs
or fees associated with appraisals for such Bank Premises. 
 (b) Option to Lease. The Receiver hereby
grants to the Assuming Bank an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to cause the Receiver to assign to the Assuming Bank any or all leases for leased Bank Premises, if any, which have been
continuously occupied by the Assuming Bank from Bank Closing to the date it elects to accept an assignment of the leases with respect thereto to the extent such leases can be assigned; provided, that the exercise of this option with respect to any
lease must be as to all premises or other property subject to the lease. If an assignment cannot be made of any such leases, the Receiver may, in its discretion, enter into subleases with the Assuming Bank containing the same terms and conditions
provided under such existing leases for such leased Bank Premises or other property. The Assuming Bank shall give notice to the Receiver within the option period of its election to accept or not to accept an assignment of any or all leases (or enter
into subleases or new leases in lieu thereof). The Assuming Bank agrees to assume all leases assigned (or enter into subleases or new leases in lieu thereof) pursuant to this Section 4.6. 
  

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 (c) Facilitation. The Receiver agrees to facilitate the assumption,
assignment or sublease of leases or the negotiation of new leases by the Assuming Bank; provided, that neither the Receiver nor the Corporation shall be obligated to engage in litigation, make payments to the Assuming Bank or to any third party in
connection with facilitating any such assumption, assignment, sublease or negotiation or commit to any other obligations to third parties. 
 (d) Occupancy. The Assuming Bank shall give the Receiver fifteen (15) days’ prior written notice of its intention to vacate prior to vacating any leased Bank Premises with respect to
which the Assuming Bank has not exercised the option provided in Section 4.6(b). Any such notice shall be deemed to terminate the Assuming Bank’s option with respect to such leased Bank Premises. 
 (e) Occupancy Costs. 
 (i) The Assuming Bank agrees to pay to the Receiver, or to appropriate third parties at the direction of the Receiver, during and for the period of any occupancy by it of
(x) owned Bank Premises the market rental value, as determined by the appraiser selected in accordance with the definition of Fair Market Value, and all operating costs, and (y) leased Bank Premises, all operating costs with respect
thereto and to comply with all relevant terms of applicable leases entered into by the Failed Bank, including without limitation the timely payment of all rent. Operating costs include, without limitation all taxes, fees, charges, utilities,
insurance and assessments, to the extent not included in the rental value or rent. If the Assuming Bank elects to purchase any owned Bank Premises in accordance with Section 4.6(a), the amount of any rent paid (and taxes paid to the Receiver
which have not been paid to the taxing authority and for which the Assuming Bank assumes liability) by the Assuming Bank with respect thereto shall be applied as an offset against the purchase price thereof. 
 (ii) The Assuming Bank agrees during the period of occupancy by it of owned or leased Bank Premises, to pay
to the Receiver rent for the use of all owned or leased Furniture and Equipment and all owned or leased Fixtures located on such Bank Premises for the period of such occupancy. Rent for such property owned by the Failed Bank shall be the market
rental value thereof, as determined by the Receiver within sixty (60) days after Bank Closing. Rent for such leased property shall be an amount equal to any and all rent and other amounts which the Receiver incurs or accrues as an obligation or
is obligated to pay for such period of occupancy pursuant to all leases and contracts with respect to such property. If the Assuming Bank purchases any owned Furniture and Equipment or owned Fixtures in accordance with Section 4.6(f) or 4.6(h),
the amount of any rents paid by the Assuming Bank with respect thereto shall be applied as an offset against the purchase price thereof. 
 (f) Certain Requirements as to Furniture, Equipment and Fixtures. If the Assuming Bank purchases owned Bank Premises or accepts an assignment of the lease (or enters into a sublease or a new lease
in lieu thereof) for leased Bank Premises as provided in Section 4.6(a) or 4.6(b), or if the Assuming Bank does not exercise such option but within twelve (12) months following Bank Closing obtains the right to occupy such premises
(whether by assignment, lease, sublease, purchase or otherwise), other than in accordance with Section 4.6(a) or (b), the Assuming Bank shall (i) effective as of the date of Bank Closing, purchase from the Receiver all Furniture and
Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located thereon as of Bank Closing, (ii) accept an assignment or a sublease of the leases or negotiate new leases for all Furniture and Equipment and Fixtures leased by
the Failed Bank and located thereon, and (iii) if applicable, accept an assignment or a sublease of any ground lease or negotiate a new ground lease with respect to any land on which such Bank Premises are located; provided, that the Receiver
shall not have disposed of such Furniture and Equipment and Fixtures or repudiated the leases specified in clause (ii) or (iii). 
  

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 (g) Vacating Premises. 
 (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in
accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank’s notice not
to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By
occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and
liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and
Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. 
 (ii) If the
Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank’s occupancy of such
leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such
premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the
option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)¬day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver’s option, (x) be deemed to
have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in
accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such
premises as of Bank Closing. 
 (h) Furniture and Equipment and Certain Other Equipment. The Receiver
hereby grants to the Assuming Bank an option to purchase all Furniture and Equipment or any telecommunications, data processing equipment (including hardware and software) and check processing and similar operating equipment owned by the Failed Bank
at Fair Market Value and located at any leased Bank Premises that the Assuming Bank elects to vacate or which it could have, but did not occupy, pursuant to this Section 4.6; provided, that, the Assuming Bank shall give the Receiver notice of
its election to purchase such property at the time it gives notice of its intention to vacate such Bank Premises or within ten (10) days after Bank Closing for Bank Premises it could have, but did not, occupy. 
  

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 Section 4.7 Agreement with Respect to Leased Data Processing
Equipment. 
 (a) The Receiver hereby grants to the Assuming Bank an exclusive option for the period of
ninety (90) days commencing the day after Bank Closing to accept an assignment from the Receiver of any or all Data Processing Leases to the extent that such Data Processing Leases can be assigned. 
 (b) The Assuming Bank shall (i) give written notice to the Receiver within the option period specified in
Section 4.7(a) of its intent to accept or decline an assignment or sublease of any or all Data Processing Leases and promptly accept an assignment or sublease of such Data Processing Leases, and (ii) give written notice to the appropriate
lessor(s) that it has accepted an assignment or sublease of any such Data Processing Leases. 
 (c) The Receiver
agrees to facilitate the assignment or sublease of Data Processing Leases or the negotiation of new leases or license agreements by the Assuming Bank; provided, that neither the Receiver nor the Corporation shall be obligated to engage in litigation
or make payments to the Assuming Bank or to any third party in connection with facilitating any such assumption, assignment, sublease or negotiation. 
 (d) The Assuming Bank agrees, during its period of use of any property subject to a Data Processing Lease, to pay to the Receiver or to appropriate third parties at the direction of the Receiver all
operating costs with respect thereto and to comply with all relevant terms of the applicable Data Processing Leases entered into by the Failed Bank, including without limitation the timely payment of all rent, taxes, fees, charges, utilities,
insurance and assessments. 
 (e) The Assuming Bank shall, not later than fifty (50) days after giving the
notice provided in Section 4.7(b), (i) relinquish and release to the Receiver all property subject to the relevant Data Processing Lease, in the same condition as at Bank Closing, normal wear and tear excepted, or (ii) accept an
assignment or a sublease thereof or negotiate a new lease or license agreement under this Section 4.7. 
 Section 4.8 Agreement with Respect to Certain Existing Agreements. 
 (a) Subject to the
provisions of Section 4.8(b), with respect to agreements existing as of Bank Closing which provide for the rendering of services by or to the Failed Bank, within thirty (30) days after Bank Closing, the Assuming Bank shall give the
Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Bank agrees to comply with the terms of each such agreement for a period
commencing on the day after Bank Closing and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after Bank Closing, and (ii) in the case of an
agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Bank has given notice to the Receiver of its election not to assume such agreement; provided, that the Receiver can
reasonably make such service agreements available to the Assuming Bank. The Assuming Bank shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey, and
deliver to the Assuming Bank all right, title and interest of the Receiver, if any, in and to agreements the Assuming Bank assumes hereunder. In the event the Assuming Bank elects not to accept an assignment of any lease (or sublease) or negotiate a
new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Bank agrees, during the
period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such
agreement. 
  

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 (b) The provisions of Section 4.8(a) regarding the Assuming Bank’s
election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements
that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5, and (iii) consulting, management or employment agreements, if any, between the
Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Bank does not assume any liabilities or acquire any rights under any of the agreements described in this
Section 4.8(b). 
 Section 4.9 Informational Tax Reporting. The Assuming Bank agrees to perform
all obligations of the Failed Bank with respect to Federal and State income tax informational reporting related to (i) the Assets and the Liabilities Assumed, (ii) deposit accounts that were closed and loans that were paid off or
collateral obtained with respect thereto prior to Bank Closing, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any other asset or liability of the Failed Bank, including, without limitation, loans not purchased
and Deposits not assumed by the Assuming Bank, as may be required by the Receiver. 
 Section 4.10
Insurance. The Assuming Bank agrees to obtain insurance coverage effective from and after Bank Closing, including public liability, fire and extended coverage insurance acceptable to the Receiver with respect to owned or leased Bank Premises
that it occupies, and all owned or leased Furniture and Equipment and Fixtures and leased data processing equipment (including hardware and software) located thereon, in the event such insurance coverage is not already in force and effect with
respect to the Assuming Bank as the insured as of Bank Closing. All such insurance shall, where appropriate (as determined by the Receiver), name the Receiver as an additional insured. 
 Section 4.11 Office Space for Receiver and Corporation. For the period commencing on the day following Bank
Closing and ending on the one hundred eightieth (180th) day thereafter, the Assuming Bank agrees to provide to the Receiver and the Corporation, without charge, adequate and suitable office space (including parking facilities and vault space),
furniture, equipment (including photocopying and telecopying machines), email accounts, network access and technology resources (such as shared drive) and utilities (including local telephone service and fax machines) at the Bank Premises occupied
by the Assuming Bank for their use in the discharge of their respective functions with respect to the Failed Bank. In the event the Receiver and the Corporation determine that the space provided is inadequate or unsuitable, the Receiver and the
Corporation may relocate to other quarters having adequate and suitable space and the costs of relocation and any rental and utility costs for the balance of the period of occupancy by the Receiver and the Corporation shall be borne by the Assuming
Bank. Additionally, the Assuming Bank agrees to pay such bills and invoices on behalf of the Receiver and Corporation as the Receiver or Corporation may direct for the period beginning on the date of Bank Closing and ending on Settlement Date.
Assuming Bank shall submit it requests for reimbursement of such expenditures pursuant to Article VIII of this Agreement. 
  

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 Section 4.12 Agreement with Respect to Continuation of Group Health
Plan Coverage for Former Employees of the Failed Bank. 
 (a) The Assuming Bank agrees to assist the
Receiver, as provided in this Section 4.12, in offering individuals who were employees or former employees of the Failed Bank, or any of its Subsidiaries, and who, immediately prior to Bank Closing, were receiving, or were eligible to receive,
health insurance coverage or health insurance continuation coverage from the Failed Bank (“Eligible Individuals”), the opportunity to obtain health insurance coverage in the Corporation’s FIA Continuation Coverage Plan which provides
for health insurance continuation coverage to such Eligible Individuals who are qualified beneficiaries of the Failed Bank as defined in Section 607 of the Employee Retirement Income Security Act of 1974, as amended (respectively,
“qualified beneficiaries” and “ERISA”). The Assuming Bank shall consult with the Receiver and not later than five (5) Business Days after Bank Closing shall provide written notice to the Receiver of the number (if
available), identity (if available) and addresses (if available) of the Eligible Individuals who are qualified beneficiaries of the Failed Bank and for whom a “qualifying event” (as defined in Section 603 of ERISA) has occurred and
with respect to whom the Failed Bank’s obligations under Part 6 of Subtitle B of Title I of ERISA have not been satisfied in full, and such other information as the Receiver may reasonably require. The Receiver shall cooperate with the Assuming
Bank in order to permit it to prepare such notice and shall provide to the Assuming Bank such data in its possession as may be reasonably required for purposes of preparing such notice. 
 (b) The Assuming Bank shall take such further action to assist the Receiver in offering the Eligible Individuals who are
qualified beneficiaries of the Failed Bank the opportunity to obtain health insurance coverage in the Corporation’s FIA Continuation Coverage Plan as the Receiver may direct. All expenses incurred and paid by the Assuming Bank (i) in
connection with the obligations of the Assuming Bank under this Section 4.12, and (ii) in providing health insurance continuation coverage to any Eligible Individuals who are hired by the Assuming Bank and such employees’ qualified
beneficiaries shall be borne by the Assuming Bank. 
 (c) No later than five (5) Business Days after Bank
Closing, the Assuming Bank shall provide the Receiver with a list of all Failed Bank employees the Assuming Bank will not hire. Unless agreed to otherwise by the Assuming Bank and the Receiver, the Assuming Bank shall be responsible for all costs
and expenses (i.e. salary, benefits, etc.) associated with all other employees not on that list from and after the date of delivery of the list to the Receiver. The Assuming Bank shall offer to the Failed Bank employees it retains employment
benefits comparable to those the Assuming Bank offers its current employees. 
  

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 (d) This Section 4.12 is for the sole and exclusive benefit of the
parties to this Agreement, and for the benefit of no other Person (including any former employee of the Failed Bank or any Subsidiary thereof or qualified beneficiary of such former employee). Nothing in this Section 4.12 is intended by the
parties, or shall be construed, to give any Person (including any former employee of the Failed Bank or any Subsidiary thereof or qualified beneficiary of such former employee) other than the Corporation, the Receiver and the Assuming Bank any legal
or equitable right, remedy or claim under or with respect to the provisions of this Section. 
 Section 4.13 Agreement with Respect to Interim Asset Servicing. At any time after Bank Closing, the Receiver may establish on its books an asset pool(s) and may transfer to such asset pool(s) (by means of accounting entries on
the books of the Receiver) all or any assets and liabilities of the Failed Bank which are not acquired by the Assuming Bank, including, without limitation, wholly unfunded Commitments and assets and liabilities which may be acquired, funded or
originated by the Receiver subsequent to Bank Closing. The Receiver may remove assets (and liabilities) from or add assets (and liabilities) to such pool(s) at any time in its discretion. At the option of the Receiver, the Assuming Bank agrees to
service, administer, and collect such pool assets in accordance with and for the term set forth in Exhibit 4.13 “Interim Asset Servicing Arrangement”. 
 Section 4.14 Reserved. 
 Section 4.15 Agreement with Respect to Loss Sharing. The Assuming Bank shall be entitled to require reimbursement from the Receiver for loss sharing on certain loans in accordance with the Single Family Shared-Loss Agreement
attached hereto as Exhibit 4.15A and the Non-SF Shared-Loss Agreement attached hereto as Exhibit 4.15B, collectively, the “Shared-Loss Agreements.” The Loans that shall be subject to the Shared-Loss Agreements are identified on the
Schedule of Loans 4.15A and 4.15B attached hereto. 
 ARTICLE V 
 DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 
 Section 5.1 Payment of Checks, Drafts and Orders. Subject to Section 9.5, the Assuming Bank agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of the Failed Bank presented for payment,
whether drawn on the check or draft forms provided by the Failed Bank or by the Assuming Bank, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by the Assuming Bank under this Agreement are sufficient
to permit the payment thereof, and in all other respects to discharge, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to the Deposit balances due and owing to the depositors of the
Failed Bank assumed by the Assuming Bank under this Agreement. 
 Section 5.2 Certain Agreements Related
to Deposits. Subject to Section 2.2, the Assuming Bank agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Bank
pursuant to this Agreement. 
  

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 Section 5.3 Notice to Depositors. 
 (a) Within thirty (30) days after Bank Closing, the Assuming Bank shall give (i) notice to depositors of the
Failed Bank of its assumption of the Deposit liabilities of the Failed Bank, and (ii) any notice required under Section 2.2, by mailing to each such depositor a notice with respect to such assumption and by advertising in a newspaper of
general circulation in the county or counties in which the Failed Bank was located. The Assuming Bank agrees that it will obtain prior approval of all such notices and advertisements from counsel for the Receiver and that such notices and
advertisements shall not be mailed or published until such approval is received. 
 (b) The Assuming Bank shall
give notice by mail to depositors of the Failed Bank concerning the procedures to claim their deposits, which notice shall be provided to the Assuming Bank by the Receiver or the Corporation. Such notice shall be included with the notice to
depositors to be mailed by the Assuming Bank pursuant to Section 5.3(a). 
 (c) If the Assuming Bank
proposes to charge fees different from those charged by the Failed Bank before it establishes new deposit account relationships with the depositors of the Failed Bank, the Assuming Bank shall give notice by mail of such changed fees to such
depositors. 
 ARTICLE VI 
 RECORDS 
 Section 6.1 Transfer of Records. 

(a) In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Bank
the following: 
 (i) all Records pertaining to the Deposit liabilities of the Failed Bank
assumed by the Assuming Bank under this Agreement, including, but not limited to, the following: 
 (1) signature cards, orders, contracts between the Failed Bank and its depositors and Records of similar character; 
 (2) passbooks of depositors held by the Failed Bank, deposit slips, cancelled checks and withdrawal orders representing charges to accounts of depositors; and 
 (ii) all Records pertaining to the Assets, including, but not limited to, the following: 
 (1) records of deposit balances carried with other banks, bankers or trust companies; 
  

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 (2) Loan and collateral records and Credit Files and other
documents; 
 (3) deeds, mortgages, abstracts, surveys, and other instruments or records of title
pertaining to real estate or real estate mortgages; 
 (4) signature cards, agreements and
records pertaining to Safe Deposit Boxes, if any; and 
 (5) records pertaining to the credit
card business, trust business or safekeeping. 
 business of the Failed Bank, if any. 
 (b) The Receiver, at its option, may assign and transfer to the Assuming Bank by a single blanket assignment or otherwise,
as soon as practicable after Bank Closing, any other Records not assigned and transferred to the Assuming Bank as provided in this Agreement, including but not limited to loan disbursement checks, general ledger tickets, official bank checks, proof
transactions (including proof tapes) and paid out loan files. 
 Section 6.2 Delivery of Assigned
Records. The Receiver shall deliver to the Assuming Bank all Records described in (i) Section 6.1(a) as soon as practicable on or after the date of this Agreement, and (ii) Section 6.1(b) as soon as practicable after making
any assignment described therein. 
 Section 6.3 Preservation of Records. The Assuming Bank agrees
that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until
directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries and customer requests for lien releases with
respect to the Records of which it has custody. 
 Section 6.4 Access to Records; Copies. The
Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested,
and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate
copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all
Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to
the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof. 
  

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 ARTICLE VII 
 FIRST LOSS TRANCHE 
 The Assuming Bank has submitted to the
Receiver an asset premium (discount) bid of ($236,000,000.00) and a positive Deposit premium bid of 1%. The Deposit premium bid will be applied to the total of all Assumed Deposits except for brokered, CDARS, and any market place or similar
subscription services Deposits. The First Loss Tranche shall be determined by adding (i) the asset premium (discount) bid, (ii) the Deposit premium bid, and (iii) the Equity Adjustment. If the First Loss Tranche is a positive number,
then this is the Losses on Single Family Shared-Loss Loans and Net Charge-offs on Shared Loss Assets that the Assuming Bank will incur before loss-sharing commences under Exhibits 4.15A and 4.15B. If the First Loss Tranche is a negative number, the
Corporation shall pay such amount by wire transfer to the Assuming Bank by the end of the first business day following Bank Closing, together with interest determined in accordance with Section 8.4, and loss sharing shall commence immediately.

 ARTICLE VIII 
 ADJUSTMENTS 
 Section 8.1 Pro Forma Statement. The Receiver, as soon as practicable after
Bank Closing, in accordance with the best information then available, shall provide to the Assuming Bank a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into
account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank’s suspense accounts,
(ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Bank hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the
normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the
equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary’s recorded equity as of Bank Closing
as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Bank pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of
Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2. 
 Section 8.2 Correction of Errors and Omissions; Other Liabilities. 
 (a) In the event any bookkeeping omissions or errors are discovered in preparing any pro forma statement or in completing the transfers and assumptions contemplated hereby, the parties hereto agree to
correct such errors and omissions, it being understood that, as far as practicable, all adjustments will be made consistent with the judgments, methods, policies or accounting principles utilized by the Failed Bank in preparing and maintaining
Accounting Records, except that adjustments made pursuant to this Section 8.2(a) are not intended to bring the Accounting Records of the Failed Bank into accordance with generally accepted accounting principles. 
  

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 (b) If the Receiver discovers at any time subsequent to the date of this
Agreement that any claim exists against the Failed Bank which is of such a nature that it would have been included in the liabilities assumed under Article II had the existence of such claim or the facts giving rise thereto been known as of Bank
Closing, the Receiver may, in its discretion, at any time, require that such claim be assumed by the Assuming Bank in a manner consistent with the intent of this Agreement. The Receiver will make appropriate adjustments to the pro forma statement
provided by the Receiver to the Assuming Bank pursuant to Section 8.1 as may be necessary. 
 Section 8.3 Payments. The Receiver agrees to cause to be paid to the Assuming Bank, or the Assuming Bank agrees to pay to the Receiver, as the case may be, on the Settlement Date, a payment in an amount which reflects net
adjustments (including any costs, expenses and fees associated with determinations of value as provided in this Agreement) made pursuant to Section 8.1 or Section 8.2, plus interest as provided in Section 8.4. The Receiver and the
Assuming Bank agree to effect on the Settlement Date any further transfer of assets to or assumption of liabilities or claims by the Assuming Bank as may be necessary in accordance with Section 8.1 or Section 8.2. 
 Section 8.4 Interest. Any amounts paid under Section 8.3 or Section 8.5, shall bear interest for the
period from and including the day following Bank Closing to and including the day preceding the payment at the Settlement Interest Rate. 
 Section 8.5 Subsequent Adjustments. In the event that the Assuming Bank or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the
payment made under Section 8.3 after the Settlement Date, the Assuming Bank and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any
such correction plus interest as provided in Section 8.4. 
 ARTICLE IX 
 CONTINUING COOPERATION 
 Section 9.1 General Matters. The parties hereto agree that they will, in good faith and with their best efforts, cooperate with each other to carry out the transactions contemplated by this
Agreement and to effect the purposes hereof. 
 Section 9.2 Additional Title Documents. The
Receiver, the Corporation and the Assuming Bank each agree, at any time, and from time to time, upon the request of any party hereto, to execute and deliver such additional instruments and documents of conveyance as shall be reasonably necessary to
vest in the appropriate party its full legal or equitable title in and to the property transferred pursuant to this Agreement or to be transferred in accordance herewith. The Assuming Bank shall prepare such instruments and documents of conveyance
(in form and substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the Assuming Bank. The Assuming Bank shall be responsible for recording such instruments and documents of conveyance at its own expense.

  

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 Section 9.3 Claims and Suits. 
 (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the
Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any
Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this
Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. 
 (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the
Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder
of the Corporation as co-plaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver. 
 Section 9.4 Payment of Deposits. In the event any depositor does not accept the obligation of the Assuming Bank
to pay any Deposit liability of the Failed Bank assumed by the Assuming Bank pursuant to this Agreement and asserts a claim against the Receiver for all or any portion of any such Deposit liability, the Assuming Bank agrees on demand to provide to
the Receiver funds sufficient to pay such claim in an amount not in excess of the Deposit liability reflected on the books of the Assuming Bank at the time such claim is made. Upon payment by the Assuming Bank to the Receiver of such amount, the
Assuming Bank shall be discharged from any further obligation under this Agreement to pay to any such depositor the amount of such Deposit liability paid to the Receiver. 
 Section 9.5 Withheld Payments. At any time, the Receiver or the Corporation may, in its discretion, determine that all or any portion of any deposit balance assumed by
the Assuming Bank pursuant to this Agreement does not constitute a “Deposit” (or otherwise, in its discretion, determine that it is the best interest of the Receiver or Corporation to withhold all or any portion of any deposit), and may
direct the Assuming Bank to withhold payment of all or any portion of any such deposit balance. Upon such direction, the Assuming Bank agrees to hold such deposit and not to make any payment of such deposit balance to or on behalf of the depositor,
or to itself, whether by way of transfer, set-off, or otherwise. The Assuming Bank agrees to maintain the “withheld payment” status of any such deposit balance until directed in writing by the Receiver or the Corporation as to its
disposition. At the direction of the Receiver or the Corporation, the Assuming Bank shall return all or any portion of such deposit balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming Bank shall be discharged from
any further liability to such depositor with respect to such returned deposit balance. If such deposit balance has been paid to the depositor prior to a demand for return by the Corporation or the Receiver, and payment of such deposit balance had
not been previously withheld pursuant to this Section, the Assuming Bank shall not be obligated to return such deposit balance to the Receiver or the Corporation. The Assuming Bank shall be obligated to reimburse the Corporation or the Receiver, as
the case may be, for the amount of any deposit balance or portion thereof paid by the Assuming Bank in contravention of any previous direction to withhold payment of such deposit balance or return such deposit balance the payment of which was
withheld pursuant to this Section. 
  

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 Section 9.6 Proceedings with Respect to Certain Assets and
Liabilities. 
 (a) In connection with any investigation, proceeding or other matter with respect to any
asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement, the Assuming Bank shall cooperate to the extent reasonably required by the Receiver. 
 (b) In addition to its obligations under Section 6.4, the Assuming Bank shall provide representatives of the Receiver
access at reasonable times and locations without other limitation or qualification to (i) its directors, officers, employees and agents and those of the Subsidiaries acquired by the Assuming Bank, and (ii) its books and records, the books
and records of such Subsidiaries and all Credit Files, and copies thereof. Copies of books, records and Credit Files shall be provided by the Assuming Bank as requested by the Receiver and the costs of duplication thereof shall be borne by the
Receiver. 
 (c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date
of the notice of transfer of any Loan by the Assuming Bank to the Receiver pursuant to Section 3.6, the Assuming Bank shall deliver to the Receiver such documents with respect to such Loan as the Receiver may request, including without
limitation the following: (i) all related Credit Documents (other than certificates, notices and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of the transfer and the amount of interest, fees
and other charges then accrued and unpaid thereon, and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche, microfilm and computer records (including but not limited to
magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, or in the possession of the Assuming Bank or any Affiliate of the Assuming Bank relating to the transferred Loan. 
 Section 9.7 Information. The Assuming Bank promptly shall provide to the Corporation such other information,
including financial statements and computations, relating to the performance of the provisions of this Agreement as the Corporation or the Receiver may request from time to time, and, at the request of the Receiver, make available employees of the
Failed Bank employed or retained by the Assuming Bank to assist in preparation of the pro forma statement pursuant to Section 8.1. 
 ARTICLE X 
 CONDITION PRECEDENT 
 The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of
any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Bank, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank
and the appointment of the Receiver, the chartering of the Assuming Bank, and any agreements, documents, matters or proceedings contemplated hereby or thereby. 
  

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 ARTICLE XI 
 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 
 The Assuming
Bank represents and warrants to the Corporation and the Receiver as follows: 
 (a) Corporate Existence and
Authority. The Assuming Bank (i) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now
conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Bank has taken all necessary corporate action to authorize the execution, delivery and
performance of this Agreement and the performance of the transactions contemplated hereby. 
 (b) Third Party
Consents. No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Bank of
this Agreement, other than such consents as have been duly obtained and are in full force and effect. 
 (c)
Execution and Enforceability. This Agreement has been duly executed and delivered by the Assuming Bank and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will
constitute the legal, valid and binding obligation of the Assuming Bank, enforceable in accordance with its terms. 
 (d) Compliance with Law. 
 (i) Neither the Assuming Bank nor any of its
Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the United States of America, any State, municipality or other political subdivision or any agency of any of the
foregoing, or any court or other tribunal having jurisdiction over the Assuming Bank or any of its Subsidiaries or any assets of any such Person, or any foreign government or agency thereof having such jurisdiction, with respect to the conduct of
the business of the Assuming Bank or of any of its Subsidiaries, or the ownership of the properties of the Assuming Bank or any of its Subsidiaries, which, either individually or in the aggregate with all other such violations, would materially and
adversely affect the business, operations or condition (financial or otherwise) of the Assuming Bank or the ability of the Assuming Bank to perform, satisfy or observe any obligation or condition under this Agreement. 
 (ii) Neither the execution and delivery nor the performance by the Assuming Bank of this Agreement will
result in any violation by the Assuming Bank of, or be in conflict with, any provision of any applicable law or regulation, or any order, writ or decree of any court or governmental authority. 
  

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 (e) Representations Remain True. The Assuming Bank represents and
warrants that it has executed and delivered to the Corporation a Purchaser Eligibility Certification and Confidentiality Agreement and that all information provided and representations made by or on behalf of the Assuming Bank in connection with
this Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby) are and remain true and correct in all material
respects and do not fail to state any fact required to make the information contained therein not misleading. 
 ARTICLE XII

 INDEMNIFICATION 
 Section 12.1 Indemnification of Indemnitees. From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with
Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to
paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming
Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain
exclusions as provided in (b) of this Section 12.1: 
 (a) (1) claims based on the rights of any
shareholder or former shareholder as such of the Failed Bank, or (y) any Subsidiary or Affiliate of the Failed Bank; 
 (2) claims based on the rights of any creditor as such of the Failed Bank, or any creditor as such of any director, officer, employee or agent of the Failed Bank, with respect to any indebtedness or other
obligation of the Failed Bank arising prior to Bank Closing; 
 (3) claims based on the rights of
any present or former director, officer, employee or agent as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank; 
 (4) claims based on any action or inaction prior to Bank Closing of the Failed Bank, its directors, officers, employees or agents as such, or any Subsidiary or Affiliate of the Failed Bank, or the
directors, officers, employees or agents as such of such Subsidiary or Affiliate; 
 (5) claims
based on any malfeasance, misfeasance or nonfeasance of the Failed Bank, its directors, officers, employees or agents with respect to the trust business of the Failed Bank, if any; 
  

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 (6) claims based on any failure or alleged failure (not in
violation of law) by the Assuming Bank to continue to perform any service or activity previously performed by the Failed Bank which the Assuming Bank is not required to perform pursuant to this Agreement or which arise under any contract to which
the Failed Bank was a party which the Assuming Bank elected not to assume in accordance with this Agreement and which neither the Assuming Bank nor any Subsidiary or Affiliate of the Assuming Bank has assumed subsequent to the execution hereof;

 (7) claims arising from any action or inaction of any Indemnitee, including for purposes of
this Section 12.1(a)(7) the former officers or employees of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank that is taken upon the specific written direction of the Corporation or the Receiver, other than any action or
inaction taken in a manner constituting bad faith, gross negligence or willful misconduct; and 
 (8) claims based on the rights of any depositor of the Failed Bank whose deposit has been accorded “withheld payment” status and/or returned to the Receiver or Corporation in accordance with Section 9.5 and/or has become an
“unclaimed deposit” or has been returned to the Corporation or the Receiver in accordance with Section 2.3; 
 (b) provided, that, with respect to this Agreement, except for paragraphs (7) and (8) of Section 12.1(a), no indemnification will be provided under this Agreement for any: 
 (1) judgment or fine against, or any amount paid in settlement (without the written approval of the Receiver)
by, any Indemnitee in connection with any action that seeks damages against any Indemnitee (a “counterclaim”) arising with respect to any Asset and based on any action or inaction of either the Failed Bank, its directors, officers,
employees or agents as such prior to Bank Closing, unless any such judgment, fine or amount paid in settlement exceeds the greater of (i) the Repurchase Price of such Asset, or (ii) the monetary recovery sought on such Asset by the
Assuming Bank in the cause of action from which the counterclaim arises; and in such event the Receiver will provide indemnification only in the amount of such excess; and no indemnification will be provided for any costs or expenses other than any
costs or expenses (including attorneys’ fees) which, in the determination of the Receiver, have been actually and reasonably incurred by such Indemnitee in connection with the defense of any such counterclaim; and it is expressly agreed that
the Receiver reserves the right to intervene, in its discretion, on its behalf and/or on behalf of the Receiver, in the defense of any such counterclaim; 
 (2) claims with respect to any liability or obligation of the Failed Bank that is expressly assumed by the Assuming Bank pursuant to this Agreement or subsequent to the execution
hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank; 
  

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 (3) claims with respect to any liability of the Failed Bank
to any present or former employee as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank, which liability is expressly assumed by the Assuming Bank pursuant to this Agreement or subsequent to the execution hereof by the
Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank; 
 (4) claims based on the
failure of any Indemnitee to seek recovery of damages from the Receiver for any claims based upon any action or inaction of the Failed Bank, its directors, officers, employees or agents as fiduciary, agent or custodian prior to Bank Closing;

 (5) claims based on any violation or alleged violation by any Indemnitee of the antitrust,
branching, banking or bank holding company or securities laws of the United States of America or any State thereof; 
 (6) claims based on the rights of any present or former creditor, customer, or supplier as such of the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank; 
 (7) claims based on the rights of any present or former shareholder as such of the Assuming Bank or any
Subsidiary or Affiliate of the Assuming Bank regardless of whether any such present or former shareholder is also a present or former shareholder of the Failed Bank; 
 (8) claims, if the Receiver determines that the effect of providing such indemnification would be to
(i) expand or alter the provisions of any warranty or disclaimer thereof provided in Section 3.3 or any other provision of this Agreement, or (ii) create any warranty not expressly provided under this Agreement; 
 (9) claims which could have been enforced against any Indemnitee had the Assuming Bank not entered into this
Agreement; 
 (10) claims based on any liability for taxes or fees assessed with respect to the
consummation of the transactions contemplated by this Agreement, including without limitation any subsequent transfer of any Assets or Liabilities Assumed to any Subsidiary or Affiliate of the Assuming Bank; 
 (11) except as expressly provided in this Article XII, claims based on any action or inaction of any
Indemnitee, and nothing in this Agreement shall be construed to provide indemnification for (i) the Failed Bank, (ii) any Subsidiary or Affiliate of the Failed Bank, or (iii) any present or former director, officer, employee or agent
of the Failed Bank or its Subsidiaries or Affiliates; provided, that the Receiver, in its discretion, may provide indemnification hereunder for any present or former director, officer, employee or agent of the Failed Bank or its Subsidiaries or
Affiliates who is also or becomes a director, officer, employee or agent of the Assuming Bank or its Subsidiaries or Affiliates; 
  

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 (12) claims or actions which constitute a breach by the
Assuming Bank of the representations and warranties contained in Article XI; 
 (13) claims
arising out of or relating to the condition of or generated by an Asset arising from or relating to the presence, storage or release of any hazardous or toxic substance, or any pollutant or contaminant, or condition of such Asset which violate any
applicable Federal, State or local law or regulation concerning environmental protection; and 
 (14) claims based on, related to or arising from any asset, including a loan, acquired or liability assumed by the Assuming Bank, other than pursuant to this Agreement. 
 Section 12.2 Conditions Precedent to Indemnification. It shall be a condition precedent to the obligation of the
Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder: 
 (a) give written notice to the Regional Counsel (Litigation Branch) of the Corporation in the manner and at the address
provided in Section 13.7 of such claim as soon as practicable after such claim is made or threatened; provided, that notice must be given on or before the date which is six (6) years from the date of this Agreement; 
 (b) provide to the Receiver such information and cooperation with respect to such claim as the Receiver may reasonably
require; 
 (c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect
any defense to such claim; 
 (d) in the event suit is brought with respect to such claim, upon reasonable prior
notice, afford to the Receiver the right, which the Receiver may exercise in its sole discretion, to conduct the investigation, control the defense and effect settlement of such claim, including without limitation the right to designate counsel and
to control all negotiations, litigation, arbitration, settlements, compromises and appeals of any such claim, all of which shall be at the expense of the Receiver; provided, that the Receiver shall have notified the Person claiming indemnification
in writing that such claim is a claim with respect to which the Person claiming indemnification is entitled to indemnification under this Article XII; 
 (e) not incur any costs or expenses in connection with any response or suit with respect to such claim, unless such costs or expenses were incurred upon the written direction of the Receiver; provided,
that the Receiver shall not be obligated to reimburse the amount of any such costs or expenses unless such costs or expenses were incurred upon the written direction of the Receiver; 
 (f) not release or settle such claim or make any payment or admission with respect thereto, unless the Receiver consents in
writing thereto, which consent shall not be unreasonably withheld; provided, that the Receiver shall not be obligated to reimburse the amount of any such settlement or payment unless such settlement or payment was effected upon the written direction
of the Receiver; and 
  

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 (g) take reasonable action as the Receiver may request in writing as
necessary to preserve, protect or enforce the rights of the indemnified Person against any Primary Indemnitor. 
 Section 12.3 No Additional Warranty. Nothing in this Article XII shall be construed or deemed to (i) expand or otherwise alter any warranty or disclaimer thereof provided under Section 3.3 or any other provision of
this Agreement with respect to, among other matters, the title, value, collectability, genuineness, enforceability or condition of any (x) Asset, or (y) asset of the Failed Bank purchased by the Assuming Bank subsequent to the execution of
this Agreement by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank, or (ii) create any warranty not expressly provided under this Agreement with respect thereto. 
 Section 12.4 Indemnification of Receiver and Corporation. From and after Bank Closing, the Assuming Bank agrees
to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with any of the following: 
 (a)
claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank, whether
or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a); and 
 (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any
right or title by or through the Assuming Bank with respect to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of
Section 12.1(a). 
 Section 12.5 Obligations Supplemental. The obligations of the Receiver, and
the Corporation as guarantor in accordance with Section 12.7, to provide indemnification under this Article XII are to supplement any amount payable by any Primary Indemnitor to the Person indemnified under this Article XII. Consistent with
that intent, the Receiver agrees only to make payments pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the aggregate amount of payments by the Receiver, or the Corporation as guarantor in accordance with
Section 12.7, and all Primary Indemnitors with respect to any item of indemnification under this Article XII exceeds the amount payable with respect to such item, such Person being indemnified shall notify the Receiver thereof and, upon the
request of the Receiver, shall promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver’s (or Corporation’s) payments to the extent of such excess. 
 Section 12.6 Criminal Claims. Notwithstanding any provision of this Article XII to the contrary, in the event
that any Person being indemnified under this Article XII shall become involved in any criminal action, suit or proceeding, whether judicial, administrative or investigative, the Receiver shall have no obligation hereunder to indemnify such Person
for liability with respect to any criminal act or to the extent any costs or expenses are attributable to the defense against the allegation of any criminal act, unless (i) the Person is successful on the merits or otherwise in the defense
against any such action, suit or proceeding, or (ii) such action, suit or proceeding is terminated without the imposition of liability on such Person. 
  

 35 








 Section 12.7 Limited Guaranty of the Corporation. The
Corporation hereby guarantees performance of the Receiver’s obligation to indemnify the Assuming Bank as set forth in this Article XII. It is a condition to the Corporation’s obligation hereunder that the Assuming Bank shall comply in all
respects with the applicable provisions of this Article XII. The Corporation shall be liable hereunder only for such amounts, if any, as the Receiver is obligated to pay under the terms of this Article XII but shall fail to pay. Except as otherwise
provided above in this Section 12.7, nothing in this Article XII is intended or shall be construed to create any liability or obligation on the part of the Corporation, the United States of America or any department or agency thereof under or
with respect to this Article XII, or any provision hereof, it being the intention of the parties hereto that the obligations undertaken by the Receiver under this Article XII are the sole and exclusive responsibility of the Receiver and no other
Person or entity. 
 Section 12.8 Subrogation. Upon payment by the Receiver, or the Corporation as
guarantor in accordance with Section 12.7, to any Indemnitee for any claims indemnified by the Receiver under this Article XII, the Receiver, or the Corporation as appropriate, shall become subrogated to all rights of the Indemnitee against any
other Person to the extent of such payment. 
 ARTICLE XIII 
 MISCELLANEOUS 
 Section 13.1 Entire
Agreement. This Agreement embodies the entire agreement of the parties hereto in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written, between the parties. 
 Section 13.2 Headings. The headings and subheadings of the Table of Contents, Articles and Sections contained in
this Agreement, except the terms identified for definition in Article I and elsewhere in this Agreement, are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. 
 Section 13.3 Counterparts. This Agreement may be executed in any number of counterparts and by the duly
authorized representative of a different party hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. 
 Section 13.4 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS LOCATED. 
  

 36 








 Section 13.5 Successors. All terms and conditions of this
Agreement shall be binding on the successors and assigns of the Receiver, the Corporation and the Assuming Bank. Except as otherwise specifically provided in this Agreement, nothing expressed or referred to in this Agreement is intended or shall be
construed to give any Person other than the Receiver, the Corporation and the Assuming Bank any legal or equitable right, remedy or claim under or with respect to this Agreement or any provisions contained herein, it being the intention of the
parties hereto that this Agreement, the obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole and exclusive benefit of the Receiver, the Corporation and the Assuming Bank and for
the benefit of no other Person. 
 Section 13.6 Modification; Assignment. No amendment or other
modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto. 
 Section 13.7 Notice. Any notice, request, demand, consent, approval or other communication to any party hereto
shall be effective when received and shall be given in writing, and delivered in person against receipt therefore, or sent by certified mail, postage prepaid, courier service, telex, facsimile transmission or email to such party (with copies as
indicated below) at its address set forth below or at such other address as it shall hereafter furnish in writing to the other parties. All such notices and other communications shall be deemed given on the date received by the addressee.

 Assuming Bank 
 Hancock Bank 
 Attn: Mr. Carl J.
Chaney, President and CEO 
 One Hancock Plaza, 7th Floor 
 Gulfport, Mississippi 39502 
 (228) 868 – 4627 (fax) 
 Receiver and Corporation

 Federal Deposit Insurance Corporation 
 Receiver of Peoples First Community Bank 
 1601 Bryan Street, Suite 1700 
 Dallas,
Texas 75201 
 Attention: Settlement Manager 
 with copy to: Regional Counsel (Litigation Branch) 
 and with respect to notice under Article XII: 
 Federal Deposit Insurance Corporation 
 Receiver of Peoples First Community Bank 
 1601 Bryan Street, Suite 1700 
 Dallas, Texas 75201 
 Attention: Regional Counsel (Litigation
Branch) 
 Section 13.8 Manner of Payment. All payments due under this Agreement shall be in lawful
money of the United States of America in immediately available funds as each party hereto may specify to the other parties; provided, that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of
$25,000.00 or less, such payment may be made by check. 
  

 37 








 Section 13.9 Costs, Fees and Expenses. Except as otherwise
specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to
its accountants and counsel; provided, that the Assuming Bank shall pay all fees, costs and expenses (other than attorneys’ fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed
hereunder or in accordance herewith. 
 Section 13.10 Waiver. Each of the Receiver, the Corporation
and the Assuming Bank may waive its respective rights, powers or privileges under this Agreement; provided, that such waiver shall be in writing; and further provided, that no failure or delay on the part of the Receiver, the Corporation or the
Assuming Bank to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise
thereof or the exercise of any other right, power or privilege by the Receiver, the Corporation, or the Assuming Bank under this Agreement, nor will any such waiver operate or be construed as a future waiver of such right, power or privilege under
this Agreement. 
 Section 13.11 Severability. If any provision of this Agreement is declared
invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto. 
 Section 13.12 Term of Agreement. This Agreement shall continue in full force and effect until the tenth
(10th) anniversary of Bank Closing; provided, that the provisions of Section 6.3 and 6.4 shall survive the expiration of the term of this Agreement. Provided, however, the receivership of the Failed Bank may be terminated prior to the
expiration of the term of this Agreement; in such event, the guaranty of the Corporation, as provided in and in accordance with the provisions of Section 12.7 shall be in effect for the remainder of the term. Expiration of the term of this
Agreement shall not affect any claim or liability of any party with respect to any (i) amount which is owing at the time of such expiration, regardless of when such amount becomes payable, and (ii) breach of this Agreement occurring prior
to such expiration, regardless of when such breach is discovered. 
 Section 13.13 Survival of
Covenants, Etc. The covenants, representations, and warranties in this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated hereunder. 
 [Signature Page Follows] 
  

 38 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above written. 
  

							
		 		 	 FEDERAL DEPOSIT INSURANCE CORPORATION,
 RECEIVER OF PEOPLES FIRST COMMUNITY BANK
 PANAMA CITY, FLORIDA

				
		 		 	 By:
	 	  

		 		 	 NAME:
	 	 Michael Spaid

		 		 	 TITLE:
	 	 Receiver-in-Charge

				
	 Attest:
	 		 		 	
	  
	 		 		 	
		 		 	FEDERAL DEPOSIT INSURANCE CORPORATION
				
		 		 	 By:
	 	  

		 		 	 NAME:
	 	 Michael Spaid

		 		 	 TITLE:
	 	 Attorney-in-Fact

				
	 Attest:
	 		 		 	
	  
	 		 		 	
			
		 		 	HANCOCK BANK
				
		 		 	 By:
	 	  

		 		 	 NAME:
	 	 Carl J. Chaney

		 		 	 TITLE:
	 	 President and Chief Executive Officer

				
	 Attest:
	 		 		 	
	  
	 		 		 	

  

 39 








 SCHEDULE 2.1 
 Certain Liabilities Assumed by the Assuming Bank 







 SCHEDULE 2.1(a) 
 Excluded Deposit Accounts 







 Accounts Excluded from P&A Transaction 
 PEOPLES FIRST COMMUNITY BANK 
 Panama City, Florida 
 People First Community Bank has no deposits associated with
the Depository Organization (DO) Cede & Co as Nominee for DTC. The DO accounts do not pass to the Assuming Bank and are excluded from the transaction as described in section 2.1 of the P&A Agreement. The attached Schedule 2.1.a DO
Detail Report identifies the DO accounts as of September 30, 2009. This schedule will be updated post closing with data as of Bank Closing date. 







 SCHEDULE 3.1 
 Certain Assets Purchased 
 SEE ATTACHED LIST 
 THE LIST(S) ATTACHED TO THIS SCHEDULE (OR SUBSCHEDULE(S)) AND THE INFORMATION THEREIN, IS AS OF THE DATE OF THE MOST RECENT PERTINENT DATA
MADE AVAILABLE TO THE ASSUMING BANK AS PART OF THE INFORMATION PACKAGE. IT WILL BE ADJUSTED TO REFLECT THE COMPOSITION AND BOOK VALUE OF THE LOANS AND ASSETS AS OF THE DATE OF BANK CLOSING. THE LIST(S) MAY NOT INCLUDE ALL LOANS AND ASSETS (E.G.,
CHARGED OFF LOANS). THE LIST(S) MAY BE REPLACED WITH A MORE ACCURATE LIST POST CLOSING. 







 SCHEDULE 3.2 
 Purchase Price of Asset or Assets 
  

					
	 (a)
	  	cash and receivables from depository institutions, including cash items in the process of collection, plus interest thereon;	  	 Book Value

			
	 (b)
	  	securities (exclusive of the capital stock of Acquired Subsidiaries and FRB and FHLB stock), plus interest thereon;	  	 As provided in Section 3.2(b)

			
	 (c)
	  	federal funds sold and repurchase agreements, if any, including interest thereon;	  	 Book Value

			
	 (d)
	  	Loans;	  	 Book Value

			
	 (e)
	  	credit card business, if any, including all outstanding extensions of credit and offensive litigation, but excluding any class action lawsuits related to the credit card business;
	  	 Book Value

			
	 (f)
	  	Safe Deposit Boxes and related business, safekeeping business and trust business, if any;	  	 Book Value

			
	 (g)
	  	Records and other documents;	  	 Book Value

			
	 (h)
	  	Other Real Estate;	  	 Book Value

			
	 (i)
	  	boats, motor vehicles, aircraft, trailers, fire arms, repossessed collateral;	  	 Book Value

			
	 (j)
	  	capital stock of any Acquired Subsidiaries and FRB and FHLB stock;	  	 Book Value

			
	 (k)
	  	amounts owed to the Failed Bank by any Acquired Subsidiary;	  	 Book Value

			
	 (l)
	  	assets securing Deposits of public money, to the extent not otherwise purchased hereunder;	  	 Book Value

			
	 (m)
	  	Overdrafts of customers;	  	 Book Value

			
	 (n)
	  	rights, if any, with respect to Qualified As provided in Section 3.2(c) Financial Contracts;	  	
			
	 (o)
	  	rights of the Failed Bank to provide Book Value mortgage servicing for others and to have mortgage servicing provided to the Failed Bank by others and related contracts.	  	

 assets subject to an option to purchase: 
 (a) Bank Premises: Fair Market Value 
 (b) Furniture and Equipment: Fair Market Value 
 (c) Fixtures: Fair Market Value 
 (d) Other Equipment: Fair Market Value 







 SCHEDULE 3.5(l) 
 Excluded Securities 
  

									
	 CUSIP
	  	 DESCRIPTION
	  	ORIGINAL
FACE VALUE	  	MARKET
VALUE
	 313400301
	  	 FEDERAL HOME LN MTG CORP
	  			  	$	6,287.04
	 313586109
	  	 FEDERAL NATL MTG ASSN
	  			  	$	110.40
	 92826C201
	  	 VISA Common Stock
	  			  		
		  	 City of Callaway - Municipal
	  	$	2,415,246.00	  		

 Peoples First Community Bank, Panama City FL 







 SCHEDULE 3.5(n) 
 Excluded Owned Real Estate 
  

									
	 	  	Peoples First Community Bank	  	 	  	 
	 	  	REO Status as of: 11/30/2009	  	 	  	 
					
	 Property
 Number
	  	Account
Number	  	Date of
Foreclosure	  	Balance as of
11/30/09	  	Type
					
	 1
	  		  	10/20/92	  	0.00	  	Res/Lot
	 2
	  	421277	  	12/30/99	  	0.00	  	Res/Lot
	 4
	  		  	06/08/04	  		  	Comm
	 5
	  		  	06/08/04	  		  	Comm
	 6
	  	520525581	  	11/30/04	  	21,160.00	  	Comm
	 7
	  	4744835	  	11/29/05	  	40,500.00	  	SFD
	 8
	  	4587127	  	08/30/06	  	87,295.00	  	Res/Lot
	 9
	  	4737185	  	11/28/06	  	151,800.00	  	Res/Lot
	 10
	  	4734927	  	12/13/06	  	464,600.00	  	Comm
	 11
	  	4751822	  	12/28/06	  	45,000.00	  	Res/Lot
	 12
	  	4613766	  	12/28/06	  	105,780.00	  	Res/Lot
	 13
	  	4677241	  	12/28/06	  	43,240.00	  	Res/Lot
	 18
	  	4912259	  	02/26/07	  	62,560.00	  	Res/Lot
	 21
	  	4740528	  	06/30/07	  	36,800.00	  	Res/Lot
	 22
	  	4190443 1st	  	07/31/07	  	469,182.30	  	SFD
	 22a
	  	4800074 2nd	  	07/31/07	  	25,777.70	  	SFD
	 24
	  	4624011	  	07/31/07	  	168,360.00	  	Res/Lot
	 25
	  	4785267	  	07/31/07	  	32,394.45	  	Res/Lot
	 26
	  	4950044	  	07/31/07	  	42,482.00	  	Res/Lot
	 27
	  	4618229	  	07/31/07	  	930,579.99	  	Res/Lot
	 27a
	  	4618252	  	07/31/07	  	365,420.01	  	Res/Lot
	 28
	  	520574901	  	08/30/07	  	129,888.37	  	Comm
	 28a
	  	520580734	  	08/30/07	  	11,339.32	  	Comm
	 32
	  	4871422	  	10/26/07	  	121,500.00	  	Res/Lot
	 33
	  	4871422	  	10/26/07	  	0.00	  	Res/Lot
	 35
	  	4441358	  	10/26/07	  	219,532.00	  	Comm
	 37
	  	4520326	  	10/30/07	  	117,000.00	  	Res/Lot
	 39
	  	4671327	  	10/30/07	  	5,850.00	  	Res/Lot
	 44
	  	4411005	  	11/27/07	  	22,500.00	  	Res/Lot
	 45
	  	4662573	  	11/27/07	  	9,900.00	  	Res/Lot
	 46
	  	4662888	  	11/27/07	  	14,400.00	  	Res/Lot
	 47
	  	4590071	  	11/27/07	  	41,400.00	  	Res/Lot
	 48
	  	4368627	  	11/29/07	  	207,000.00	  	Res/Lot
	 49
	  	4736823	  	11/29/07	  	40,500.00	  	Res/Lot
	 54
	  	4251492	  	12/31/07	  	900,000.00	  	Res/Lot
	 62
	  	4664454	  	01/28/08	  	40,500.00	  	Res/Lot
	 66
	  	5063698	  	02/27/08	  	193,500.00	  	SFD/Condo
	 68
	  	4374914	  	02/28/08	  	180,000.00	  	Res/Lot
	 69
	  	4375721	  	02/28/08	  	180,000.00	  	Res/Lot
	 70
	  	4526885	  	02/27/08	  	117,000.00	  	Res/Lot
	 75
	  	4985974	  	02/29/08	  	139,500.00	  	Comm









									
	 76
	  	5079421	  	02/29/08	  	189,000.00	  	Comm
	 77
	  	4810974	  	03/26/08	  	25,200.00	  	Res/Lot
	 80
	  	520425567	  	03/26/08	  	178,323.36	  	SFD
	 81
	  	4371738	  	03/26/08	  	180,000.00	  	SFD
	 83
	  	5149232	  	03/28/08	  	355,132.51	  	SFD
	 84
	  	4810669	  	03/31/08	  	41,400.00	  	SFD
	 88
	  	4580809	  	04/29/08	  	1,723,000.00	  	Comm
	 91
	  	5240502	  	04/29/08	  	149,960.00	  	SFD
	 92
	  	5263678	  	04/29/08	  	121,233.66	  	SFD
	 93
	  	4965778	  	04/29/08	  	19,990.00	  	Res/Lot
	 94
	  	4773966	  	05/22/08	  	58,300.00	  	Res/Lot
	 95
	  	4774212	  	05/22/08	  	58,300.00	  	Res/Lot
	 98
	  	4589362	  	05/29/08	  	455,400.00	  	SFD
	 100
	  	5073515	  	05/22/08	  	851,525.22	  	U/C
	 101
	  	5247168	  	05/22/08	  	143,520.00	  	SFD
	 103
	  	4601449	  	06/26/08	  	4,819,000.00	  	Comm
	 104
	  	4611943	  	06/26/08	  	157,320.00	  	SFD
	 105
	  	4945515	  	06/25/08	  	173,124.46	  	SFD
	 106
	  	4940052	  	06/24/08	  	119,425.00	  	Res/Lot
	 107
	  	5007414	  	06/24/08	  	519,800.00	  	SFD
	 108
	  	4782066	  	06/25/08	  	39,560.00	  	Res/Lot
	 111
	  	4894580	  	07/10/08	  	381,800.00	  	SFD
	 112
	  	4801445	  	07/17/08	  	20,760.00	  	Res/Lot
	 113
	  	4754966	  	07/22/08	  	157,864.27	  	SFD
	 116
	  	5148242	  	07/29/08	  	113,160.00	  	SFD
	 117
	  	4498101	  	07/29/08	  	161,000.00	  	SFD
	 119
	  	3691466	  	07/30/08	  	82,626.78	  	Res/Lot
	 120
	  	4817607	  	07/30/08	  	13,790.00	  	Res/Lot
	 121
	  	4835450	  	07/30/08	  	11,500.00	  	Res/Lot
	 123
	  	4635710	  	07/31/08	  	745,000.00	  	Comm.
	 124
	  	4962171	  	07/31/08	  	141,198.85	  	SFD
	 125
	  	4962247	  	07/31/08	  	149,040.00	  	SFD
	 126
	  	5103908	  	07/31/08	  	61,640.00	  	Res/Lot
	 130
	  	4672036	  	07/31/08	  	736,000.00	  	Comm
	 134
	  	4701173	  	08/25/08	  	27,600.00	  	Res/Lot
	 136
	  	5085287	  	08/29/08	  	5,498,913.09	  	Comm
	 137
	  	5124748	  	08/29/08	  	2,626,600.00	  	SFD/Condo
	 137-A
	  	same as above	  	same as above	  	0.00	  	SFD/Condo
	 137-B
	  	same as above	  	same as above	  	0.00	  	SFD/Condo
	 137-C
	  	same as above	  	same as above	  	0.00	  	SFD/Condo
	 137-D
	  	same as above	  	same as above	  	0.00	  	SFD/Condo
	 138
	  	4874543	  	08/29/08	  	3,164,577.96	  	Comm
	 139
	  	4673356	  	08/25/08	  	115,000.00	  	Res/Lot
	 141
	  	4728671	  	09/26/08	  	36,800.00	  	Res/Lot
	 146
	  	5208020 1st	  	09/30/08	  	441,000.00	  	SFD/Condo
	 146a
	  	5215850 2nd	  	09/30/08	  	0.00	  	SFD/Condo
	 147
	  	5263280	  	09/30/08	  	168,360.00	  	Res/Lot
	 151
	  	4577474	  	10/30/08	  	1,491,961.38	  	SFD
	 152
	  	4851200	  	10/30/08	  	1,063,878.11	  	SFD
	 152a
	  	5378732	  	10/30/08	  	249,274.51	  	SFD
	 153
	  	4661492	  	10/30/08	  	175,808.27	  	Comm
	 154
	  	4591566	  	10/30/08	  	118,680.00	  	Res/Lot
	 156
	  	4472098	  	10/30/08	  	169,200.00	  	SFD









									
	 160
	  	5189485	  	10/28/08	  	92,550.92	  	SFD
	 161
	  	5189626	  	10/28/08	  	103,008.84	  	SFD
	 162
	  	5199013	  	10/28/08	  	102,872.67	  	SFD
	 163
	  	5199021	  	10/28/08	  	64,972.64	  	SFD
	 164
	  	5205976	  	10/28/08	  	13,500.00	  	Comm
	 166
	  	4751285	  	10/28/08	  	23,505.20	  	Res/Lot
	 168
	  	4416459	  	10/31/08	  	6,039,132.26	  	Comm
	 168a
	  	same as above	  	same as above	  	0.00	  	Comm
	 169
	  	4582193	  	11/28/08	  	118,386.22	  	Res/Lot
	 171
	  	4623831	  	11/25/08	  	15,300.00	  	Res/Lot
	 172
	  	4619763	  	11/25/08	  	13,500.00	  	Res/Lot
	 173
	  	4639209	  	11/24/08	  	117,000.00	  	Res/Lot
	 174
	  	4930798	  	11/24/08	  	18,000.00	  	Res/Lot
	 175
	  	5259429	  	11/24/08	  	540,000.00	  	SFD
	 178
	  	5168935	  	11/21/08	  	54,944.89	  	SFD
	 179
	  	5103700	  	11/20/08	  	515,200.00	  	SFD
	 180
	  	4972022	  	11/20/08	  	162,000.00	  	SFD
	 181
	  	4855193	  	11/26/08	  	90,354.65	  	SFD
	 182
	  	4855268	  	11/26/08	  	94,458.14	  	SFD
	 183
	  	4821039	  	11/26/08	  	9,000.00	  	Res/Lot
	 184
	  	4821245	  	11/26/08	  	11,700.00	  	Res/Lot
	 185
	  	4821286	  	11/26/08	  	11,700.00	  	Res/Lot
	 186
	  	4407987	  	11/26/08	  	153,000.00	  	Res/Lot
	 187
	  	4726923	  	11/26/08	  	180,000.00	  	Res/Lot
	 188
	  	4407912	  	11/26/08	  	153,014.39	  	Res/Lot
	 189
	  	4407938	  	11/26/08	  	153,000.00	  	Res/Lot
	 190
	  	4518163	  	12/18/08	  	1,564,000.00	  	Comm
	 191
	  	4497806	  	12/26/08	  	7,648,158.36	  	Comm
	 192
	  	4626974	  	12/30/08	  	2,500,000.00	  	Comm
	 193
	  	4637088	  	12/30/08	  	1,399,500.00	  	Comm
	 195
	  	4940102	  	12/29/08	  	117,000.00	  	Res/Lot
	 196
	  	4940110	  	12/29/08	  	117,000.00	  	Res/Lot
	 197
	  	4949292	  	12/29/08	  	117,000.00	  	Res/Lot
	 198
	  	4429809	  	12/11/08	  	113,400.00	  	SFD/Condo
	 199
	  	4445532	  	12/11/08	  	117,000.00	  	SFD/Condo
	 200
	  	5035084	  	12/29/08	  	67,500.00	  	SFD
	 201
	  	4886693	  	12/23/08	  	739,638.18	  	SFD
	 203
	  	4985875	  	12/23/08	  	180,000.00	  	Res/Lot









									
	 204
	  	4920666	  	12/23/08	  	7,650.00	  	Res/Lot
	 206
	  	5167127	  	12/18/08	  	428,538.07	  	SFD
	 208
	  	4354510-1st	  	12/22/08	  	65,063.05	  	SFD
	 208a
	  	4359501-2nd	  	same as above	  	10,536.95	  	SFD
	 209
	  	4917845	  	12/11/08	  	185,574.46	  	SFD
	 210
	  	4327029	  	12/30/08	  	414,000.00	  	Comm
	 211
	  	4672036	  	12/17/08	  	0.00	  	SFD
	 217
	  	4820825	  	12/31/08	  	36,000.00	  	Res/Lot
	 218
	  	4820916	  	12/31/08	  	36,000.00	  	Res/Lot
	 219
	  	4820957	  	12/31/08	  	36,000.00	  	Res/Lot
	 220
	  	4820981	  	12/31/08	  	36,000.00	  	Res/Lot
	 221
	  	4820924	  	12/31/08	  	36,000.01	  	Res/Lot
	 222
	  	4820908	  	12/31/08	  	36,000.00	  	Res/Lot
	 223
	  	4820866	  	12/31/08	  	36,000.00	  	Res/Lot
	 224
	  	4820874	  	12/31/08	  	36,000.00	  	Res/Lot
	 225
	  	5009709	  	12/31/07	  	90,000.00	  	Res/Lot
	 226
	  	4965810	  	01/09/09	  	100,800.00	  	SFD/Condo
	 227
	  	4592671	  	01/12/09	  	180,000.00	  	Res/Lot
	 228
	  	4377131	  	01/15/09	  	269,100.00	  	SFD
					
	 229
	  	4901054	  	01/20/09	  	2,691,200.00	  	Comm
	 230
	  	4436093	  	01/20/09	  	312,800.00	  	Comm
	 233
	  	4449674	  	01/23/09	  	22,500.00	  	Res/Lot
	 234
	  	4584504	  	01/23/09	  	17,100.00	  	Res/Lot
	 235
	  	4589586	  	01/23/09	  	17,100.00	  	Res/Lot
	 236
	  	4591319	  	01/23/09	  	15,300.00	  	Res/Lot
	 237
	  	4604906	  	01/23/09	  	17,100.00	  	Res/Lot
	 238
	  	4665360	  	01/23/09	  	17,100.00	  	Res/Lot
	 239
	  	4885471	  	01/27/09	  	12,600.00	  	Res/Lot
	 240
	  	5223755	  	01/27/09	  	19,800.00	  	Res/Lot
	 241
	  	5245188	  	01/27/09	  	36,000.00	  	Res/Lot
	 242
	  	5245311	  	01/27/09	  	36,000.00	  	Res/Lot
	 243
	  	5245329	  	01/27/09	  	36,000.00	  	Res/Lot
	 244
	  	5245568	  	01/27/09	  	36,000.00	  	Res/Lot
	 245
	  	5245642	  	01/27/09	  	36,000.00	  	Res/Lot
	 246
	  	5246319	  	01/27/09	  	36,000.00	  	Res/Lot
	 247
	  	4842316	  	01/28/09	  	14,400.00	  	Res/Lot
	 248
	  	4842498	  	01/28/09	  	14,400.00	  	Res/Lot
	 249
	  	4887022	  	01/28/09	  	14,400.00	  	Res/Lot
	 250
	  	4888574	  	01/28/09	  	14,400.00	  	Res/Lot
	 253
	  	5347091	  	01/29/09	  	501,400.00	  	SFD
	 255
	  	5104369	  	01/30/09	  	3,600,000.00	  	Comm









									
	 256
	  	4884193	  	01/30/09	  	1,057,500.00	  	Res/Lot
	 260
	  	3029774	  	01/30/09	  	11,400,000.00	  	Comm
	 261
	  	4226130	  	02/27/09	  	154,539.56	  	Res/Lot
	 262
	  	4235321	  	02/27/09	  	161,100.00	  	Res/Lot
	 265
	  	5406285	  	02/26/09	  	28,350.00	  	Res/Lot
	 266
	  	3761343	  	02/27/09	  	94,500.00	  	Res/Lot
	 267
	  	5196274	  	02/27/09	  	36,000.00	  	Res/Lot
	 270
	  	4623054	  	02/24/09	  	103,500.00	  	Res/Lot
	 271
	  	4623674	  	02/24/09	  	106,638.01	  	Res/Lot
	 272
	  	4623112	  	02/24/09	  	102,161.99	  	Res/Lot
	 273
	  	5297015	  	02/24/09	  	20,250.00	  	Res/Lot
	 274
	  	4625505	  	02/27/09	  	117,000.00	  	Res/Lot
	 277
	  	4627915	  	02/25/09	  	39,600.00	  	Res/Lot
	 281
	  	4497228	  	02/27/09	  	21,600.00	  	Res/Lot
	 285
	  	4863775	  	03/17/09	  	33,469.31	  	SFD
	 286
	  	4039640	  	03/30/09	  	193,500.00	  	Res/Lot
	 289
	  	5408091	  	03/26/09	  	297,000.00	  	SFD
	 290
	  	4160313	  	03/31/09	  	1,559,983.22	  	Comm
	 293
	  	5434964	  	03/27/09	  	2,883,200.00	  	Comm
	 294
	  	4916433	  	03/31/09	  	57,895.95	  	Comm/Lot
	 295
	  	5084652	  	03/31/09	  	279,923.86	  	SFD
	 296
	  	4395034	  	03/18/09	  	135,000.00	  	Res/Lot
	 297
	  	4603635	  	03/30/09	  	5,400.00	  	Res/Lot
	 298
	  	4641767	  	03/31/09	  	136,098.43	  	SFD
	 299
	  	4891248	  	03/31/09	  	4,158,630.98	  	Comm
	 300
	  	4690657	  	03/31/09	  	1,567,800.00	  	Comm
	 301
	  	5081898	  	03/17/09	  	616,500.00	  	SFD
	 303
	  	4800256	  	04/15/09	  	67,500.00	  	Res/Lot
	 305
	  	4616348	  	04/30/09	  	770,000.00	  	Comm/PUD
	 306
	  	4583696	  	04/27/09	  	1,702,000.00	  	Comm
	 308
	  	5114129	  	04/29/09	  	76,500.00	  	SFD
					
	 309
	  	5318027	  	04/29/09	  	202,500.00	  	SFD
	 310
	  	5149927	  	04/28/09	  	1,061,584.22	  	SFD
	 314
	  	5002563	  	04/29/09	  	172,701.75	  	SFD
	 315
	  	5293287	  	04/28/09	  	245,972.93	  	SFD
	 317
	  	4991097	  	04/28/09	  	99,000.00	  	Res/Lot
	 318
	  	4406393	  	04/27/09	  	214,989.59	  	Comm
	 319
	  	4842142	  	04/29/09	  	11,700.00	  	Res/Lot
	 320
	  	4495818	  	04/28/09	  	124,934.79	  	SFD
	 321
	  	4813507	  	04/28/09	  	19,065.21	  	SFD
	 322
	  	4492070	  	04/29/09	  	208,544.51	  	SFD
	 324
	  	4663480	  	05/29/09	  	22,500.00	  	LOT
	 325
	  	4663332	  	05/29/09	  	22,500.00	  	LOT
	 326
	  	5070222	  	05/27/09	  	331,024.55	  	SFD
	 327
	  	4966719	  	05/27/09	  	119,272.64	  	SFD/CONDO
	 328
	  	5063995	  	05/07/09	  	277,904.26	  	SFD/CONDO
	 329
	  	4338810	  	05/27/09	  	360,000.00	  	SFD/CONDO
	 330
	  	4437182	  	05/27/09	  	166,500.00	  	SFD/CONDO
	 331
	  	5298476	  	05/26/09	  	49,500.00	  	Res/Lot
	 333
	  	4571279	  	05/28/09	  	763,600.00	  	SFD
	 335
	  	4822011	  	05/27/09	  	13,050.00	  	Res/Lot
	 336
	  	5037213	  	05/27/09	  	144,000.00	  	Comm









									
	 337
	  	4616322	  	05/29/09	  	28,800.00	  	Res/Lot
	 338
	  	4616421	  	05/29/09	  	28,800.00	  	Res/Lot
	 340
	  	4650420	  	06/29/09	  	116,550.00	  	Res/Lot
	 341
	  	3886520	  	06/24/09	  	251,384.96	  	comm. Office bldg
	 342
	  	5102926	  	06/26/09	  	58,500.00	  	Res/Lot
	 343
	  	4690244	  	06/22/09	  	44,912.31	  	SFD
	 344
	  	5106208	  	06/30/09	  	527,160.00	  	Comm
	 345
	  	4555769	  	06/25/09	  	351,000.00	  	Res/Lot
	 346
	  	4663498	  	06/24/09	  	12,600.00	  	Res/Lot
	 347
	  	4608576	  	06/25/09	  	40,500.00	  	Res/Lot
	 348
	  	5236377	  	06/22/09	  	193,500.00	  	Res/Lot
	 349
	  	5236955	  	06/22/09	  	171,000.00	  	Res/Lot
	 350
	  	4810792	  	06/25/09	  	22,500.00	  	Res/Lot
	 352
	  	4072161	  	06/16/09	  	334,814.98	  	SFD/CONDO
	 353
	  	4521811	  	06/26/09	  	58,500.00	  	Res/Lot
	 354
	  	4896767	  	06/29/09	  	43,200.00	  	Res/Lot
	 355
	  	4485280	  	06/26/09	  	43,200.00	  	Res/Lot
	 356
	  	5104278	  	06/26/09	  	517,500.00	  	SFD
	 357
	  	4886636	  	06/09/09	  	230,000.00	  	Res/Lots
	 357A
	  	same as above	  	same as above	  	0.00	  	Res/Lots
	 358
	  	4817888	  	06/26/09	  	30,600.00	  	res/lot
	 359
	  	5156856	  	06/22/09	  	237,019.19	  	SFD
	 360
	  	4680021	  	06/22/09	  	90,000.00	  	res/lot
	 361
	  	5100599	  	06/29/09	  	58,275.00	  	res/lot
	 362
	  	5104591	  	06/26/09	  	148,500.00	  	SFD/CONDO
	 363
	  	5304589	  	06/22/09	  	432,256.62	  	SFD
	 364
	  	5247010	  	06/23/09	  	270,000.00	  	SFD
	 366
	  	4067237	  	07/27/09	  	22,999.50	  	SFD
	 367
	  	5010020	  	07/30/09	  	66,240.00	  	res/lot
	 368
	  	5228325	  	07/30/09	  	7,360.00	  	res/lot
	 369
	  	5228382	  	07/30/09	  	7,360.00	  	res/lot
	 370
	  	4909925	  	07/30/09	  	23,000.00	  	res/lot
					
	 372
	  	4945085	  	07/28/09	  	103,705.33	  	SFD
	 373
	  	4987558	  	07/28/09	  	13,800.00	  	res/lot
	 374
	  	4987582	  	07/28/09	  	110,616.18	  	SFD
	 375
	  	5103809	  	07/28/09	  	108,237.68	  	res/lot
	 376
	  	5321575	  	07/28/09	  	127,954.53	  	SFD
	 377
	  	5388277	  	07/28/09	  	107,255.80	  	SFD
	 378
	  	4565891	  	07/30/09	  	667,000.00	  	res/lot
	 379
	  	4718680	  	07/27/09	  	110,400.00	  	res/lot
	 380
	  	4608105	  	07/27/09	  	96,600.00	  	res/lot
	 381
	  	4886388	  	07/31/09	  	133,725.37	  	res/lot
	 381a
	  	same as above	  	same as above	  	0.00	  	res/lot
	 382
	  	5114871	  	07/31/09	  	66,961.40	  	res/lot
	 383
	  	4465993	  	07/28/09	  	211,600.00	  	SF/Condo
	 384
	  	4605143	  	07/28/09	  	223,502.30	  	Comm
	 385
	  	5244587	  	07/28/09	  	483,000.00	  	SFD
	 386
	  	4891842	  	07/29/09	  	202,400.00	  	Comm
	 387
	  	5119417	  	07/29/09	  	32,200.00	  	SFD
	 388
	  	4177630	  	07/28/09	  	1,032,062.20	  	Comm
	 389
	  	5111414	  	07/28/09	  	952,200.00	  	SFD









									
	 390
	  	5111463	  	07/28/09	  	795,800.00	  	SFD
	 391
	  	5110242	  	08/31/09	  	848,016.77	  	Res/Lots
	 392
	  	4822854	  	08/31/09	  	69,000.00	  	Res Lot
	 393
	  	4514279	  	08/27/09	  	148,791.86	  	SFD
	 394
	  	4527446	  	08/31/09	  	16,871.56	  	Res Lot
	 395
	  	4821567	  	08/31/09	  	73,600.00	  	Res Lot
	 396
	  	4823563	  	08/31/09	  	107,885.48	  	Res lots
	 397
	  	5195268	  	08/28/09	  	167,071.77	  	Comm/Lot
	 397A
	  	same as above	  	same as above	  	0.00	  	Res/lot
	 398
	  	4569323	  	08/26/09	  	239,200.00	  	SFD
	 399
	  	4956041	  	08/28/09	  	191,620.06	  	SFD
	 400
	  	4935953	  	08/28/09	  	198,089.86	  	SFD
	 401
	  	4360350	  	08/28/09	  	1,380,000.00	  	SFD
	 402
	  	5149448	  	08/31/09	  	236,397.93	  	SFD
	 403
	  	5162417	  	08/28/09	  	120,520.00	  	SF/Condo
	 404
	  	5210216	  	08/28/09	  	120,521.00	  	SF/Condo
	 405
	  	5210182	  	08/28/09	  	120,520.00	  	SF/Condo
	 406
	  	5210133	  	08/28/09	  	120,520.00	  	SF/Condo
	 407
	  	5210018	  	08/28/09	  	120,520.00	  	SF/Condo
	 408
	  	5210117	  	08/28/09	  	120,520.00	  	SF/Condo
	 409
	  	4952875	  	08/28/09	  	188,293.64	  	SFD
	 410
	  	5178678	  	08/28/09	  	191,542.69	  	SFD
	 411
	  	5178777	  	08/28/09	  	179,728.13	  	SFD
	 412
	  	5226907	  	08/28/09	  	163,561.28	  	SFD
	 413
	  	5226949	  	08/28/09	  	163,561.27	  	SFD
	 414
	  	5227350	  	08/28/09	  	163,561.26	  	SFD
	 415
	  	5423504	  	08/28/09	  	125,911.07	  	SFD
	 416
	  	5423512	  	08/28/09	  	158,301.74	  	SFD
	 417
	  	5423603	  	08/28/09	  	158,301.74	  	SFD
	 418
	  	4843280	  	08/28/09	  	256,122.53	  	SFD
	 419
	  	5348552	  	08/28/09	  	173,992.34	  	SFD
	 420
	  	4967352	  	08/28/09	  	210,048.14	  	SFD
	 421
	  	5103098	  	08/28/09	  	164,146.42	  	SFD
	 422
	  	5162391	  	08/29/09	  	120,520.00	  	SF/Condo
					
	 423
	  	4770327	  	08/28/09	  	112,231.38	  	SFD
	 424
	  	4585501	  	09/25/09	  	7,360.00	  	Res/Lot
	 425
	  	4585600	  	09/25/09	  	7,360.00	  	Res/Lot
	 426
	  	4582367	  	09/25/09	  	7,360.00	  	Res/Lot
	 427
	  	4582524	  	09/25/09	  	11,960.00	  	Res/Lot
	 428
	  	4582607	  	09/25/09	  	11,960.00	  	Res/Lot
	 429
	  	5116264	  	09/25/09	  	15,640.00	  	Res/Lot
	 430
	  	4585667	  	09/25/09	  	7,360.00	  	Res/Lot
	 431
	  	5248067	  	09/29/09	  	86,505.88	  	SFD
	 432
	  	4005393	  	09/30/09	  	117,204.20	  	Res/Lot
	 433
	  	4627212	  	09/28/09	  	132,041.88	  	SF/Condo
	 434
	  	5057468	  	09/25/09	  	124,200.00	  	SFD
	 435
	  	4945606	  	09/28/09	  	191,026.23	  	SFD
	 436
	  	5193784	  	09/29/09	  	101,200.00	  	SFD
	 437
	  	5122940	  	09/29/09	  	347,629.73	  	SFD
	 438
	  	4791562	  	09/28/09	  	266,490.16	  	SFD
	 439
	  	5150057	  	09/29/09	  	296,852.32	  	SF/Duplex
	 440
	  	5411665	  	09/25/09	  	334,738.90	  	Comm









									
	 441
	  	4633533	  	09/24/09	  	303,611.00	  	SFD
	 442
	  	3736683	  	09/28/09	  	394,052.63	  	Comm
	 443
	  	4227377	  	09/28/09	  	399,216.89	  	SFD
	 443 B
	  	4822094	  	09/28/09	  	189,583.11	  	SFD
	 444
	  	4580122	  	09/29/09	  	330,556.00	  	Res/Lot
	 445
	  	5233945	  	09/29/09	  	516,733.31	  	Res/Lots
	 446
	  	5103064	  	09/29/09	  	653,567.99	  	Res/Lots
	 447
	  	4972204	  	09/29/09	  	1,127,816.57	  	SFD
	 448
	  	5265822	  	10/29/09	  	33,854.31	  	Res/Lot
	 449
	  	4869343	  	10/30/09	  	199,832.28	  	SFD
	 450
	  	4750527	  	10/30/09	  	241,843.96	  	Res/Lot
	 451
	  	5304787	  	10/30/09	  	270,161.25	  	SFD
	 452
	  	5081906	  	10/29/09	  	192,802.05	  	SFD
	 453
	  	5221205	  	10/29/09	  	416,598.08	  	SFD
	 454
	  	5284617	  	10/30/09	  	765,066.46	  	Comm
	 455
	  	4417929	  	10/30/09	  	855,333.51	  	Comm
	 456
	  	4712121	  	10/30/09	  	665,161.50	  	Comm
	 457
	  	4720587	  	10/30/09	  	43,728.03	  	Comm
	 458
	  	4626164	  	10/22/09	  	123,249.58	  	SFD
	 459
	  	4349668	  	10/30/09	  	74,529.52	  	SF/Condo
	 460
	  	4084281	  	11/30/09	  	727,536.45	  	Comm
	 461
	  	4678769	  	11/25/09	  	156,483.23	  	SFD
	 462
	  	5260195	  	11/30/09	  	958,113.89	  	SFD
	 463
	  	5358890	  	11/25/09	  	398,288.00	  	SFD
	 464
	  	5350590	  	11/25/09	  	508,829.38	  	SFD
	 465
	  	4920187	  	11/27/09	  	475,654.57	  	Res Lots
	 466
	  	4970034	  	11/27/09	  	171,477.62	  	SFD
	 467
	  	5246426	  	11/27/09	  	190,661.17	  	SFD
	 468
	  	5408174	  	11/27/09	  	173,479.15	  	SFD
	 469
	  	5408182	  	11/27/09	  	176,786.72	  	SFD
	 470
	  	5408265	  	11/27/09	  	168,064.44	  	SFD
	 471
	  	5408281	  	11/27/09	  	157,884.73	  	SFD
	 472
	  	4473666	  	11/25/09	  	490,407.74	  	SFD








 SCHEDULE 4.15A 







 LOANS SUBJECT TO LOSS SHARING UNDER 







 THE SINGLE FAMILY SHARED-LOSS AGREEMENT 







 SCHEDULE 7 
 Accounts Excluded from Calculation of Deposit Franchise Bid Premium 
 PEOPLES FIRST
COMMUNITY BANK 
 Panama City, Florida 
 The accounts identified below will pass to the Assuming Bank (unless otherwise noted). When calculating the premium to be paid on Assumed Deposits in a P&A transaction, the FDIC will 
  

						
	 Category
	  	 Description
	  	Amount
	I II III	  	 Non- DO Brokered Deposits CDARS Market Place
	  	$	None
		  	 Deposits Total deposits excluded from Calculation of premium
	  	$	None
		  		  	$	None
		  		  	$	None

 exclude the following
categories of deposit accounts: 
 Category Description 
 I Brokered Deposits. Brokered deposit accounts are accounts for which the “depositor of record” is an agent,
nominee, or custodian who deposits funds for a principal or principals to whom “pass-through” deposit insurance coverage may be extended. The FDIC separates brokered deposit accounts into 2 categories: 1) Depository Organization (DO)
Brokered Deposits and 2) Non-Depository Organization (Non-DO) Brokered Deposits. This distinction is made by the FDIC to facilitate our role as Receiver and Insurer. These terms will not appear on other “brokered deposit” reports generated
by the institution. 
 Non-DO Brokered Deposits pass to the Assuming Bank, but are excluded from Assumed
Deposits when the deposit premium is calculated. Please see the attached “Schedule 7 Non-DO Broker Deposit Detail Report” for a listing of these accounts. This list will be updated post closing with balances as of Bank Closing date.

 DO Brokered Deposits (Cede & Co as Nominee for DTC), are typically excluded from Assumed Deposits in
the P&A transaction. A list of these accounts is provided on “Schedule 2.1 DO Brokered Deposit Detail Report”. If, however, the terms of a particular transaction are altered and the DO Brokered Deposits pass to the Assuming Bank, they
will not be included in Assumed Deposits for purposes of calculating the deposit premium. 
 II CDARS

 CDARS deposits pass to the Assuming Bank, but are excluded from Assumed Deposits when the deposit premium is
calculated. 







 People First Community Bank did not participate in the CDARS program as of
the date of the deposit download. If CDARS deposits are taken between the date of the deposit download and the Bank Closing Date, they will be identified post closing and made part of Schedule 7 to the P&A Agreement. 
 III Market Place Deposits 
 “Market Place Deposits” is a description given to deposits that may have been solicited via a money desk, internet subscription service (for example, Qwickrate), or similar programs. 

People First Community Bank does have Qwickrate deposits however none existed as of the download date of
September 30, 2009. The Qwickrate deposits are reported as time deposits in the Call Report. Peoples First Community Bank uses “Branch 4” on their system to identify both brokered and Qwickrate deposits. Please see the attached
Schedule 7 – Qwickrate Deposit Detail Report for a listing of these accounts as of September 30, 2009. This list will be updated post closing with balances as of Bank Closing date as the bank just recently within last 10 days) started
taking in Qwickrate deposits. This schedule provides a snapshot of account categories and balances as of September 30, 2009, which is the date of the deposit download. The deposit franchise bid premium will be calculated using account
categories and balances as of Bank Closing Date that are reflected in the general ledger or subsystem as described above. The final numbers for Schedule 7 will be provided post closing. 
 As of September 30, 2009 there were none. 







 EXHIBIT 2.3A 
 FINAL NOTICE LETTER 
 FINAL LEGAL NOTICE

 Claiming Requirements for Deposits Under 12 U.S.C. 1822(e) 
 [Date] 
 [Name of Unclaimed Depositor] 
 [Address of Unclaimed Depositor] 
 [Anytown, USA]

 Subject: [XXXXX – Name of Bank City, State] – In Receivership 
 Dear [Sir/Madam]: 
 As you may know, on [Date: Closing Date], the [Name of Bank (“The Bank”)] was closed and the Federal Deposit Insurance Corporation (“FDIC”) transferred [The Bank’s] accounts to
[Name of Acquiring Institution]. 
 According to federal law under 12 U.S.C., 1822(e), on [Date: eighteen months
from the Closing Date], [Name of Acquiring Institution] must transfer the funds in your account(s) back to the FDIC if you have not claimed your account(s) with [Name of Acquiring Institution]. Based on the records recently supplied to us by [Name
of Acquiring Institution], your account(s) currently fall into this category. 
 This letter is your formal
Legal Notice that you have until [Date: eighteen months from the Closing Date], to claim or arrange to continue your account(s) with [Name of Acquiring Institution]. There are several ways that you can claim your account(s) at [Name of Acquiring
Institution]. It is only necessary for you to take any one of the following actions in order for your account(s) at [Name of Acquiring Institution] to be deemed claimed. In addition, if you have more than one account, your claim to one account will
automatically claim all accounts: 
 1. Write to [Name of Acquiring Institution] and notify them that you wish
to keep your account(s) active with them. Please be sure to include the name of the account(s), the account number(s), the signature of an authorized signer on the account(s), name, and address. [Name of Acquiring Institution] address is:

 [123 Main Street 
 Anytown, USA] 
 2. Execute a new signature
card on your account(s), enter into a new deposit agreement with [Name of Acquiring Institution], change the ownership on your account(s), or renegotiate the terms of your certificate of deposit account(s) (if any). 
 3. Provide [Name of Acquiring Institution] with a change of address form. 







 4. Make a deposit to or withdrawal from your account(s). This includes
writing a check on any account or having an automatic direct deposit credited to or an automatic withdrawal debited from an account. 
 If you do not want to continue your account(s) with [Name of Acquiring Institution] for any reason, you can withdraw your funds and close your account(s). Withdrawing funds from one or more of your
account(s) satisfies the federal law claiming requirement. If you have time deposits, such as certificates of deposit, [Name of Acquiring Institution] can advise you how to withdraw them without being charged an interest penalty for early
withdrawal. 
 If you do not claim ownership of your account(s) at [Name of Acquiring Institution by Date:
eighteen months from the Closing Date] federal law requires [Name of Acquiring Institution] to return your deposits to the FDIC, which will deliver them as unclaimed property to the State indicated in your address in the Failed Institution’s
records. If your address is outside of the United States, the FDIC will deliver the deposits to the State in which the Failed Institution had its main office. 12 U.S.C. § 1822(e). If the State accepts custody of your deposits, you will have 10
years from the date of delivery to claim your deposits from the State. After 10 years you will be permanently barred from claiming your deposits. However, if the State refuses to take custody of your deposits, you will be able to claim them from the
FDIC until the receivership is terminated. If you have not claimed your insured deposits before the receivership is terminated, and a receivership may be terminated at any time, all of your rights in those deposits will be barred. 
 If you have any questions or concerns about these items, please contact [Bank Employee] at [Name of Acquiring Institution]
by phone at [(XXX) XXX-XXXX]. 
  

	
	 Sincerely,

	
	 [Name of Claims Specialist] [Title]










 EXHIBIT 2.3B 
 AFFIDAVIT OF MAILING 
 STATE OF
                     
 COUNTY OF
                     
 I am employed as a [Title of Office] by the [Name of Acquiring Institution]. 
 This will attest that on [Date of mailing], I caused a true and correct copy of the Final Legal Notice, attached hereto, to owners of unclaimed deposits of [Name of Failed Bank], City, State, to be
prepared for deposit in the mail of the United States of America on behalf of the Federal Deposit Insurance Corporation. A list of depositors to whom the notice was mailed is attached. This notice was mailed to the depositor’s last address as
reflected on the books and records of the [Name of Failed Bank] as of the date of failure. 
 [Name] 

[Title of Office] 
 [Name of Acquiring Institution] 
 Subscribed and sworn to before
me this                      day of [Month, Year]. 
 My commission expires: 
 [Name], Notary Public 







 EXHIBIT 3.2(C) 
 VALUATION OF CERTAIN QUALIFIED FINANCIAL CONTRACTS 
  

	A.	 Scope 


 Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate futures, caps, collars and floors, whether purchased or written. 
 Option Contracts - All put and call option contracts, whether purchased or written, on marketable securities, financial
futures, foreign currencies, foreign exchange or foreign exchange futures contracts. 
 Foreign Exchange
Contracts - All contracts for future purchase or sale of foreign currencies, foreign currency or cross currency swap contracts, or foreign exchange futures contracts. 
  

	B.	 Exclusions 


 All financial contracts used to hedge assets and liabilities that are acquired by the Assuming Bank but are not subject to adjustment from Book Value. 
  

	C.	 Adjustment 


 The difference between the Book Value and market value as of Bank Closing. 
  

	D.	 Methodology 


 1. The price at which the Assuming Bank sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing
market rates within a predefined timetable as agreed upon by the Assuming Bank and the Receiver. 
 2. In
valuing all other Qualified Financial Contracts, the following principles will apply: 
 (i) All
known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. 
 (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. 
 (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches.








 (iv) For regularly traded contracts, valuations shall be at
the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. 
 FOR ALL OTHER QUALIFIED FINANCIAL CONTRACTS WHERE PUBLISHED MARKET QUOTES ARE UNAVAILABLE, THE ADJUSTED PRICE SHALL BE THE AVERAGE OF THE BID AND ASK PRICE QUOTES FROM THREE
(3) SECURITIES DEALERS ACCEPTABLE TO THE RECEIVER AND ASSUMING BANK AS OF BANK CLOSING. IF QUOTES FROM SECURITIES DEALERS CANNOT BE OBTAINED, AN APPRAISER ACCEPTABLE TO THE RECEIVER AND THE ASSUMING BANK WILL PERFORM A VALUATION BASED ON
MODELING, CORRELATION ANALYSIS, INTERPOLATION OR OTHER TECHNIQUES, AS APPROPRIATE.] 







 EXHIBIT 4.13 
 INTERIM ASSET SERVICING ARRANGEMENT 
 (a) With respect to each
asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Bank shall:

 (i) Promptly apply payments received with respect to any Pool Assets; 
 (ii) Reverse and return insufficient funds checks; 
 (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax
and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; 
 (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and
employee services with respect to servicing duties; 
 (v) Send billing statements to obligors on
Pool Assets to the extent that such statements were sent by the Failed Bank; 
 (vi) Send notices
to obligors who are in default on Loans (in the same manner as the Failed Bank); 
 (vii) Send to
the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting
collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants
or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time
requested; 
 (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier
Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, all payments received on Pool Assets managed by the Assuming Bank or at such time and place and in such manner as may be directed by the
Receiver; 
 (ix) prepare and timely file all information reports with appropriate tax
authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and 







 (x) provide and furnish such other services, operations or
functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. 
 Notwithstanding anything to the contrary in this Section, the Assuming Bank shall not be required to initiate litigation or
other collection proceedings against any obligor or any collateral with respect to any defaulted Loan. The Assuming Bank shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions
regarding any Pool Asset. 
 (b) The Receiver agrees to reimburse the Assuming Bank for actual, reasonable and
necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent
performing servicing duties). 
 (c) The Assuming Bank shall provide the services described herein for an
initial period of ninety (90) days after Bank Closing. At the option of the Receiver, exercisable by notice given not later than ten (10) days prior to the end of such initial period or a renewal period, the Assuming Bank shall continue to
provide such services for such renewal period(s) as designated by the Receiver, up to the Settlement Date. 
 (d) At any time during the term of this Arrangement, the Receiver may, upon written notice to the Assuming Bank, remove one or more Pool Assets from the Pool, at which time the Assuming Bank’s responsibility with respect thereto shall
terminate. 
 (e) At the expiration of this Agreement or upon the termination of the Assuming Bank’s
responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the Assuming Bank shall: 
 (i) deliver to the Receiver (or its designee) all of the Credit Documents and Pool Records relating to the Pool Assets; and 
 (ii) cooperate with the Receiver to facilitate the orderly transition of managing the Pool Assets to the
Receiver (or its designee). 
 (f) At the request of the Receiver, the Assuming Bank shall perform such
transitional services with regard to the Pool Assets as the Receiver may request. Transitional services may include, without limitation, assisting in any due diligence process deemed necessary by the Receiver and providing to the Receiver or its
designee(s) (x) information and data regarding the Pool Assets, including, without limitation, system reports and data downloads sufficient to transfer the Pool Assets to another system or systems, and (y) access to employees of the
Assuming Bank involved in the management of, or otherwise familiar with, the Pool Assets. 







 EXHIBIT 4.15A 
 SINGLE FAMILY SHARED-LOSS AGREEMENT 
 This agreement for the reimbursement of loss sharing on certain single family residential mortgage loans (the “Single Family Shared-Loss Agreement”) shall apply when the Assuming Bank purchases Single Family Shared-Loss Loans as
that term is defined herein. The terms hereof shall modify and supplement, as necessary, the terms of the Purchase and Assumption Agreement to which this Single Family Shared-Loss Agreement is attached as Exhibit 4.15A and incorporated therein. To
the extent any inconsistencies may arise between the terms of the Purchase and Assumption Agreement and this Single Family Shared-Loss Agreement with respect to the subject matter of this Single Family Shared-Loss Agreement, the terms of this Single
Family Shared-Loss Agreement shall control. References in this Single Family Shared-Loss Agreement to a particular Section shall be deemed to refer to a Section in this Single Family Shared-Loss Agreement, unless the context indicates that it is
intended to be a reference to a Section of the Purchase and Assumption Agreement. 
 ARTICLE I 
 DEFINITIONS 
 The capitalized terms used in this Single Family Shared-Loss Agreement that are not defined in this Single Family Shared-Loss Agreement are defined in the Purchase and Assumption Agreement. In addition to the terms defined above, defined
below are certain additional terms relating to loss-sharing, as used in this Single Family Shared-Loss Agreement. 
 “Accounting Records” means the subsidiary system of record on which the loan history and balance of each Single Family Shared-Loss Loan is maintained; individual loan files containing either an original or copies of documents that
are customary and reasonable with respect to loan servicing, including management and disposition of Other Real Estate; the records documenting alternatives considered with respect to loans in default or for which a default is reasonably
foreseeable; records of loss calculations and supporting documentation with respect to line items on the loss calculations; and, monthly delinquency reports and other performance reports customarily utilized by the Assuming Bank in management of
loan portfolios. 
 “Accrued Interest” means, with respect to Single Family Shared-Loss Loans, the
amount of earned and unpaid interest at the note rate specified in the applicable loan documents, limited to 90 days. 
 “Affiliate” shall have the meaning set forth in the Purchase and Assumption Agreement; provided, that, for purposes of this Single Family Shared-Loss Agreement, no Third Party Servicer shall be deemed to be an Affiliate of the
Assuming Bank. 
 “Commencement Date” means the first calendar day following the Bank Closing.

 “Commercial Shared-Loss Agreement” means the Commercial and Other Assets Shared-Loss Agreement
attached to the Purchase and Assumption Agreement as Exhibit 4.15B. 







 “Cumulative Loss Amount” means the sum of the Monthly Loss Amounts
less the sum of all Recovery Amounts. 
 “Cumulative Servicing Amount” means the sum of the Period
Servicing Amounts for every consecutive twelve-month period prior to and ending on the True-Up Measurement Date in respect of each of the Shared-Loss Agreements during which the loss-sharing provisions of the applicable Shared-Loss Agreement is in
effect. 
 “Cumulative Shared-Loss Amount” means the excess, if any, of the Cumulative Loss Amount
over the First Loss Tranche. 
 “Cumulative Shared-Loss Payments” means (i) the aggregate of all
of the payments made or payable to the Assuming Bank under the Shared-Loss Agreements minus (ii) the aggregate of all of the payments made or payable to the Receiver under the Shared-Loss Agreements. 
 “Customary Servicing Procedures” means procedures (including collection procedures) that the Assuming Bank (or, to
the extent a Third Party Servicer is engaged, the Third Party Servicer) customarily employs and exercises in servicing and administering mortgage loans for its own accounts and the servicing procedures established by FNMA or FHLMC (as in effect from
time to time), which are in accordance with accepted mortgage servicing practices of prudent lending institutions. 
 “Deficient Valuation” means the determination by a court in a bankruptcy proceeding that the value of the collateral is less than the amount of the loan in which case the loss will be the difference between the then unpaid
principal balance (or the NPV of a modified loan that defaults) and the value of the collateral so established. 
 “Examination Criteria” means the loan classification criteria employed by, or any applicable regulations of, the Assuming Bank’s Chartering Authority at the time such action is taken, as such criteria may be amended from time
to time. 
 “Home Equity Loans” means loans or funded portions of lines of credit secured by mortgages
on one-to four-family residences or stock of cooperative housing associations, where the Failed Bank did not have a first lien on the same property as collateral. 
 “Final Shared-Loss Month” means the calendar month in which the tenth anniversary of the Commencement Date occurs. 
 “Final Shared-Loss Recovery Month” means the calendar month in which the tenth anniversary of the Commencement
Date occurs. 
 “Foreclosure Loss” means the loss realized when the Assuming Bank has completed the
foreclosure on a Single Family Shared-Loss Loan and realized final recovery on the collateral through liquidation and recovery of all insurance proceeds. Each Foreclosure Loss shall be calculated in accordance with the form and methodology specified
in Exhibit 2a or Exhibit 2a(1). 
 “Investor-Owned Residential Loans” means Loans, excluding advances
made pursuant to Home Equity Loans, that are secured by mortgages on one- to four family residences or stock of cooperative housing associations that are not owner-occupied. These loans can be treated as Restructured Loans on a commercially
reasonable basis and can be a restructured under terms separate from the Exhibit 5 standards. Please refer to Exhibit 2b for guidance in Calculation of Loss for Restructured Loans. 
  

 2 








 “Loss” means a Foreclosure Loss, Restructuring Loss, Short Sale
Loss, Portfolio Loss, Modification Default Loss or Deficient Valuation. 
 “Loss Amount” means the
dollar amount of loss incurred and reported on the Monthly Certificate for a Single Family Shared-Loss Loan. 
 “Modification Default Loss” means the loss calculated in Exhibits 2a(1) and 2c(1) for single family loans modified under this part of the agreement that default and result in a foreclosure or short sale. 
 “Modification Guidelines” has the meaning provided in Section 2.1(a) of this Single Family Shared-Loss
Agreement. 
 “Monthly Certificate” has the meaning provided in Section 2.1(b) of this Single
Family Shared-Loss Agreement. 
 “Monthly Loss Amount” means the sum of all Foreclosure Losses,
Restructuring Losses, Short Sale Losses, Portfolio Losses, Modification Default Losses and losses in connection with Deficient Valuations realized by the Assuming Bank for any Shared Loss Month. 
 “Monthly Shared-Loss Amount” means the change in the Cumulative Shared-Loss Amount from the beginning of each
month to the end of each month. 
 “Neutral Member” has the meaning provided in Section 2.
1(f)(ii) of this Single Family Shared-Loss Agreement. 
 “Period Servicing Amount” means, for any
twelve month period with respect to each of the Shared-Loss Agreements during which the loss-sharing provisions of the applicable Shared-Loss Agreement are in effect, the product of (i) the simple average of the principal amount of Shared-Loss
Loans and Shared-Loss Assets (other than the Shared-Loss Securities) (in each case as defined in the Shared-Loss Agreements), as the case may be, at the beginning of such period and at the end of such period times (ii) one percent (1%).

 “Portfolio Loss” means the loss realized on either (i) a portfolio sale of Single Family
Shared-Loss Loans in accordance with the terms of Article IV or (ii) the sale of a loan with the consent of the Receiver as provided in Section 2.7. 
 “Recovery Amount” means, with respect to any period prior to the Termination Date, the amount of collected funds received by the Assuming Bank that (i) are applicable
against a Foreclosure Loss which has previously been paid to the Assuming Bank by the Receiver or (ii) gains realized from a Section 4.1 sale of Single Family Shared-Loss Loans for which the Assuming Bank has previously received a
Restructuring Loss payment from the Receiver (iii) or any incentive payments from national programs paid to an investor or borrower on loans that have been modified or otherwise treated (short sale or foreclosure) in accordance with Exhibit 5.

  

 3 








 “Restructuring Loss” means the loss on a modified or restructured
loan measured by the difference between (a) the principal, Accrued Interest, tax and insurance advances, third party or other fees due on a loan prior to the modification or restructuring, and 
 (a) the net present value of estimated cash flows on the modified or restructured loan, discounted at the Then-Current
Interest Rate. Each Restructuring Loss shall be calculated in accordance with the form and methodology attached as Exhibit 2b, as applicable. 
 “Restructured Loan” means a Single Family Shared-Loss Loan for which the Assuming Bank has received a Restructuring Loss payment from the Receiver. This applies to owner occupied and investor
owned residences. 
 “Servicing Officer” has the meaning provided in Section 2.1(b) of this
Single Family Shared-Loss Agreement. 
 “Shared Loss Payment Trigger” means when the sum of the
Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Shared-Loss Amount under the Commercial and Other Assets Shared-Loss Agreement, exceeds the First Loss Tranche. If the First Loss Tranche is zero or a negative number, the
Shared Loss Payment Trigger shall be deemed to have been reached upon Bank Closing. 
 “Shared-Loss
Month” means each calendar month between the Commencement Date and the last day of the month in which the tenth anniversary of the Commencement Date occurs, provided that, the first Shared-Loss Month shall begin on the Commencement Date and end
on the last day of that month. 
 “Short-Sale Loss” means the loss resulting from the Assuming
Bank’s agreement with the mortgagor to accept a payoff in an amount less than the balance due on the loan (including the costs of any cash incentives to borrower to agree to such sale or to maintain the property pending such sale), further
provided, that each Short-Sale Loss shall be calculated in accordance with the form and methodology specified in Exhibit 2c or Exhibit 2c(1). 
 “Single Family Shared-Loss Loans” means the single family one-to-four residential mortgage loans (whether owned by the Assuming Bank or any Subsidiary) identified on Schedule 4.15A of the
Purchase and Assumption Agreement. 
 “Stated Threshold” means total losses under the shared loss
agreements in the amount of $385,000,000.00. 
 “Termination Date” means the last day of the Final
Shared-Loss Recovery Month. 
 “Then-Current Interest Rate” means the most recently published Freddie
Mac survey rate for 30-year fixed-rate loans. 
  

 4 








 “Third Party Servicer” means any servicer appointed from time to
time by the Assuming Bank or any Affiliate of the Assuming Bank to service the Shared-Loss Loans on behalf of the Assuming Bank, the identity of which shall be given to the Receiver prior to or concurrent with the appointment thereof. 
 ARTICLE II 
 SHARED-LOSS ARRANGEMENT 
 Section 2.1 Shared-Loss Arrangement. 
 (a) Loss Mitigation and Consideration of Alternatives. For each Single Family Shared-Loss Loan in default or for which a
default is reasonably foreseeable, the Assuming Bank shall undertake reasonable and customary loss mitigation efforts, in accordance with any of the following programs selected by Assuming Bank in its sole discretion, Exhibit 5 (FDIC Mortgage Loan
Modification Program), the United States Treasury’s Home Affordable Modification Program Guidelines or any other modification program approved by the United States Treasury Department, the Corporation, the Board of Governors of the Federal
Reserve System or any other governmental agency (it being understood that the Assuming Bank can select different programs for the various Single Family Shared-Loss Loans) (such program chosen, the “Modification Guidelines”). After
selecting the applicable Modification Guideline for any such Single Family Shared-Loss Loan, the Assuming Bank shall document its consideration of foreclosure, loan restructuring under such Modification Guideline chosen, and short-sale (if
short-sale is a viable option) alternatives and shall select the alternative the Assuming Bank believes, based on its estimated calculations, will result in the least Loss. Losses on Home Equity Loans shall be shared under the charge-off policies of
the Assuming Bank’s Examination Criteria as if they were Single Family Shared-Loss Loans with respect to the calculation of the Stated Threshold. Assuming Bank shall retain its calculations of the estimated loss under each alternative, such
calculations to be provided to the Receiver upon request. For the avoidance of doubt and notwithstanding anything herein to the contrary, (i) the Assuming Bank is not required to modify or restructure any Single Family Shared-Loss Loan on more
than one occasion and (ii) the Assuming Bank is not required to consider any alternatives with respect to any Shared-Loss Loan in the process of foreclosure as of the Bank Closing and shall be entitled to continue such foreclosure measures and
recover the Foreclosure Loss as provided herein, and (iii) the Assuming Bank shall have a transition period of up to 90 days after Bank Closing to implement the Modification Guidelines, during which time, the Assuming Bank may submit claims
under such guidelines as may be in place at the Failed Bank. 
 (b) Monthly Certificates. 
 Not later than fifteen (15) days after the end of each Shared-Loss Month, beginning with the month in which the
Commencement Date occurs and ending in the month in which the tenth anniversary of the Commencement Date occurs, the Assuming Bank shall deliver to the Receiver a certificate, signed by an officer of the Assuming Bank involved in, or responsible
for, the administration and servicing of the Single Family Shared-Loss Loans whose name appears on a list of servicing officers furnished by the Assuming Bank to the Receiver, (a “Servicing Officer”) setting forth in such form and detail
as the Receiver may reasonably specify (a “Monthly Certificate”): 
 (i) a schedule
substantially in the form of Exhibit 1 listing: 
 (ii) each Single Family Shared-Loss Loan for
which a Loss Amount (calculated in accordance with the applicable Exhibit) is being claimed, the related Loss Amount for each Single Family Shared-Loss Loan, and the total Monthly Loss Amount for all Single Family Shared-Loss Loans; 
  

 5 








 (iii) each Single Family Shared-Loss Loan for which a
Recovery Amount was received, the Recovery Amount for each Single Family Shared-Loss Loan, and the total Recovery Amount for all Single Family Shared-Loss Loans; 
 (iv) the total Monthly Loss Amount for all Single Family Shared-Loss Loans minus the total monthly Recovery Amount for all Single Family Shared-Loss Loans; 
 (v) the Cumulative Shared-Loss Amount as of the beginning and end of the month; 
 (vi) the Monthly Shared Loss Amount; 
 (vii) the result obtained in (v) times 80%, or times 95% if the Stated Threshold has been reached, which
in either case is the amount to be paid under Section 2.1(d) of this Single Family Shared-Loss Agreement by the Receiver to the Assuming Bank if the amount is a positive number, or by the Assuming Bank to the Receiver if the amount is a
negative number; 
 (viii) for each of the Single Family Shared-Loss Loans for which a Loss is
claimed for that Shared-Loss Month, a schedule showing the calculation of the Loss Amount using the form and methodology shown in Exhibit 2a, Exhibit 2b, or Exhibit 2c, as applicable. 
 (ix) For each of the Restructured Loans where a gain or loss is realized in a sale under Section 4.1 or
4.2, a schedule showing the calculation using the form and methodology shown in Exhibit 2d. 
 (x) a portfolio performance and summary schedule substantially in the form shown in Exhibit 3. 
 (c)
Monthly Data Download. Not later than fifteen (15) days after the end of each month, beginning with the month in which the Commencement Date occurs and ending with the Final Shared-Loss Recovery Month, Assuming Bank shall provide Receiver:

 (i) the servicing file in machine-readable format including but not limited to the following
fields for each outstanding Single Family Shared-Loss Loan, as applicable: 
 (A) Loan number

 (B) FICO score 
  


 6 








 (C) Origination date 
 (D) Original principal amount 
 (E) Maturity date 
 (F) Paid-to date 
 (G) Last
payment date 
 (H) Loan status (bankruptcy, in foreclosure, etc.) 
 (I) Delinquency counters 
 (J) Current principal balance 
 (K) Current escrow account balance 
 (L) Current Appraisal/BPO value 
 (M) Current Appraisal/BPO date 
 (N) Interest rate 
 (O) Monthly principal and interest payment amount 
 (P) Monthly escrow payment for taxes and insurance 
 (Q) Interest rate type (fixed or adjustable) 
 (R) If adjustable: index, margin, next
interest rate reset date 
 (S) Payment/Interest rate cap and/or floor 
 (T) Underwriting type (Full doc, Alt Doc, No Doc) 
 (U) Lien type (1st, 2nd) 
 (V) Amortization type (amortizing or I/O) 
 (W) Property address, including city, state, zip code 
 (X) A code indicating whether the Mortgaged Property is owner occupied 
 (Y) Property type (single-family detached, condominium, duplex, etc.) 
  

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 (ii) An Excel file for ORE held as a result of foreclosure
on a Single Family Shared-Loss Loan listing: 
 (A) Foreclosure date 
 (B) Unpaid loan principal balance 
 (C) Appraised value or BPO value, as applicable 
 (D) Projected liquidation date 
 Notwithstanding the foregoing, the Assuming Bank shall not be required to provide any of the foregoing information to the extent it is unable to do so as a result of the Failed
Bank’s or Receiver’s failure to provide information required to produce the information set forth in this Section 2.1(c); provided, that the Assuming Bank shall, consistent with Customary Servicing Procedures seek to produce any such
missing information or improve any inaccurate information previously provided to it. 
 (d) Payments With
Respect to Shared-Loss Assets. 
 (i) Losses Under the Stated Threshold. After the Shared Loss
Payment Trigger is reached, not later than fifteen (15) days after the date on which the Receiver receives the Monthly Certificate, the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to eighty percent
(80%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the total Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available
funds eighty percent (80%) of that amount. 
 (ii) Losses in Excess of the Stated Threshold.
In the event that the sum of the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Stated Loss Amount under the Commercial Shared-Loss Agreement meets or exceeds the Stated Threshold, the loss/recovery sharing percentages
set forth herein shall change from 80/20 to 95/5 and thereafter the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to ninety-five percent (95%) of the Monthly Shared-Loss Amount reported on the Monthly
Certificate. If the Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds ninety-five percent (95%) of that amount. 
 (e) Limitations on Shared-Loss Payment. The Receiver shall not be required to make any payments pursuant to
Section 2.1(d) with respect to any Foreclosure Loss, Restructuring Loss, Short Sale Loss or Portfolio Loss that the Receiver determines, based upon the criteria set forth in this Single Family Shared-Loss Agreement (including the analysis and
documentation requirements of Section 2.1(a)) or Customary Servicing Procedures, should not have been effected by the Assuming Bank; provided, however, (x) the Receiver must provide notice to the Assuming Bank detailing the grounds for not
making such payment, (y) the Receiver must provide the Assuming Bank with a reasonable opportunity to cure any such deficiency and (z) (1) to the extent curable, if cured, the Receiver shall make payment with respect to the properly
effected Loss, and (2) to the extent not curable, notwithstanding the foregoing, the Receiver shall make a payment as to all Losses (or portion of Losses) that were effected which would have been payable as a Loss if the Assuming Bank had
properly effected such Loss. In the event that the Receiver does not make any payment with respect to Losses claimed pursuant to Section 2.1(d), the Receiver and Assuming Bank shall, upon final resolution, make the necessary adjustments to the
Monthly Shared-Loss Amount for that Monthly Certificate and the payment pursuant to Section 2.1(d) above shall be adjusted accordingly. 
  

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 (f) Payments by Wire-Transfer. All payments under this Single Family
Shared-Loss Agreement shall be made by wire-transfer in accordance with the wire-transfer instructions on Exhibit 4. 
 (g) Payment in the Event Losses Fail to Reach Expected Level. On the date that is 45 days following the last day (such day, the “True-Up Measurement Date”) of the calendar month in which the tenth anniversary of the calendar day
following the Bank Closing occurs, the Assuming Bank shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent (20%) of the Stated Threshold less (ii) the sum of (A) twenty-five percent
(25%) of the asset premium (discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount. The Assuming Bank shall deliver to the Receiver not later than 30 days
following the True-Up Measurement Date, a schedule, signed by an officer of the Assuming Bank, setting forth in reasonable detail the calculation of the Cumulative Shared-Loss Payments and the Cumulative Servicing Amount. 
 Section 2.2 Auditor Report; Right to Audit. 
 (a) Within ninety (90) days after the end of each fiscal year during which the Receiver makes any payment to the Assuming Bank under this Single Family Shared-Loss Agreement,
the Assuming Bank shall deliver to the Corporation and to the Receiver a report signed by its independent public accountants stating that they have reviewed the terms of this Single Family Shared-Loss Agreement and that, in the course of their
annual audit of the Assuming Bank’s books and records, nothing has come to their attention suggesting that any computations required to be made by the Assuming Bank during such year pursuant to this Article II were not made by the Assuming Bank
in accordance herewith. In the event that the Assuming Bank cannot comply with the preceding sentence, it shall promptly submit to the Receiver corrected computations together with a report signed by its independent public accountants stating that,
after giving effect to such corrected computations, nothing has come to their attention suggesting that any computations required to be made by the Assuming Bank during such year pursuant to this Article II were not made by the Assuming Bank in
accordance herewith. In such event, the Assuming Bank and the Receiver shall make all such accounting adjustments and payments as may be necessary to give effect to each correction reflected in such corrected computations, retroactive to the date on
which the corresponding incorrect computation was made. It is the intention of this provision to align the timing of the audit required under this Single-Family Shared-Loss Agreement with the examination audit required pursuant to 12 CFR
Section 363. 
  

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 (b) The Receiver or the FDIC in its corporate capacity
(“Corporation”) may perform an audit or audits to determine the Assuming Bank’s compliance with the provisions of this Single Family Shared-Loss Agreement, including this Article II, by providing not less than ten (10) Business
Days’ prior written notice. Assuming Bank shall provide access to pertinent records and proximate working space in Assuming Bank’s facilities. The scope and duration of any such audit shall be within the reasonable discretion of the
Receiver or the Corporation, but shall in no event be administered in a manner that unreasonably interferes with the operation of the Assuming Bank’s business. The Receiver or the Corporation, as the case may be, shall bear the expense of any
such audit. In the event that any corrections are necessary as a result of such an audit or audits, the Assuming Bank and the Receiver shall make such accounting adjustments and payments as may be necessary to give retroactive effect to such
corrections. 
 Section 2.3 Withholdings. Notwithstanding any other provision in this Article II, the
Receiver, upon the direction of the Director (or designee) of the Federal Deposit Insurance Corporation’s Division of Resolutions and Receiverships, may withhold payment for any amounts included in a Monthly Certificate delivered pursuant to
Section 2.1, if in its good faith and reasonable judgment there is a reasonable basis under the requirements of this Single Family Shared-Loss Agreement for denying the eligibility of an item for which reimbursement or payment is sought under
such Section. In such event, the Receiver shall provide a written notice to the Assuming Bank detailing the grounds for withholding such payment. At such time as the Assuming Bank demonstrates to the satisfaction of the Receiver, in its reasonable
judgment, that the grounds for such withholding of payment, or portion of payment, no longer exist or have been cured, then the Receiver shall pay the Assuming Bank the amount withheld which the Receiver determines is eligible for payment, within
fifteen (15) Business Days. 
 Section 2.4 Books and Records. The Assuming Bank shall at all times
during the term of this Single Family Shared-Loss Agreement keep books and records sufficient to ensure and document compliance with the terms of this Single Family Shared-Loss Agreement, including but not limited to (a) documentation of
alternatives considered with respect to defaulted loans or loans for which default is reasonably foreseeable, (b) documentation showing the calculation of loss for claims submitted to the Receiver, (c) retention of documents that support
each line item on the loss claim forms, and (d) documentation with respect to the Recovery Amount on loans for which the Receiver has made a loss-share payment 
 Section 2.5 Information. The Assuming Bank shall promptly provide to the Receiver such other information, including but not limited to, financial statements, computations, and
bank policies and procedures, relating to the performance of the provisions of this Single Family Shared-Loss Agreement, as the Receiver may reasonably request from time to time. 
 Section 2.6 Tax Ruling. The Assuming Bank shall not at any time, without the Receiver’s prior written consent,
seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss
Agreement. 
  

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 Section 2.7 Sale of Single Family Shared-Loss Loans. The Receiver shall
be relieved of its obligations with respect to a Single Family Shared-Loss Loan upon payment of a Foreclosure Loss amount or a Short Sale Loss amount with respect to such Single Family Shared-Loss Loan or upon the sale of a Single Family Shared-Loss
Loan by Assuming Bank to a person or entity that is not an Affiliate; provided, however, that if the Receiver consents to the sale of any such Single Family Shared-Loss Loan, any loss on such sale shall be a Portfolio Loss. The Assuming Bank shall
provide the Receiver with timely notice of any such sale. Notwithstanding the foregoing, a sale of the Single Family Shared-Loss Loan, for purposes of this Section 2.7, shall not be deemed to have occurred as the result of (i) any change
in the ownership or control of Assuming Bank or the transfer of any or all of the Single Family Shared-Loss Loan(s) to any Affiliate of Assuming Bank, (ii) a merger by Assuming Bank with or into any other entity, or 
 (i) a sale by Assuming Bank of all or substantially all of its assets. 
 ARTICLE III 
 RULES
REGARDING THE ADMINISTRATION OF SINGLE FAMILY SHARED-LOSS 
 LOANS 
 Section 3.1 Agreement with Respect to Administration. The Assuming Bank shall (and shall cause any of its Affiliates to
which the Assuming Bank transfers any Single Family Shared-Loss Loans to) manage, administer, and collect the Single Family Shared-Loss Loans while owned by the Assuming Bank or any Affiliate thereof during the term of this Single Family Shared-Loss
Agreement in accordance with the rules set forth in this Article III. The Assuming Bank shall be responsible to the Receiver in the performance of its duties hereunder and shall provide to the Receiver such reports as the Receiver reasonably deems
advisable, including but not limited to the reports required by Sections 2.1, 2.2 and 3.3 hereof, and shall permit the Receiver to monitor the Assuming Bank’s performance of its duties hereunder. 
 Section 3.2 Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming
Bank shall: 
 (i) manage and administer each Single Family Shared-Loss Loan in accordance with
Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; 
 (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; 
 (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family
Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared-Loss Loans; 
 (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and

 (v) other than as provided in Section 2.1(a), comply with the terms of the Modification
Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar
characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. 
  

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 (b) Any transaction with or between any Affiliate of the Assuming Bank with
respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be
provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver. 
 Section 3.3 Shared-Loss Asset Records and Reports. The Assuming Bank shall establish and maintain such records as may
be appropriate to account for the Single Family Shared-Loss Loans in such form and detail as the Receiver may reasonably require, and to enable the Assuming Bank to prepare and deliver to the Receiver such reports as the Receiver may from time to
time request regarding the Single Family Shared-Loss Loans and the Monthly Certificates required by Section 2.1 of this Single Family Shared-Loss Agreement. 
 Section 3.4 Related Loans. 
 (a)
Assuming Bank shall use its best efforts to determine which loans are “Related Loans”, as hereinafter defined. The Assuming Bank shall not manage, administer or collect any “Related Loan” in any manner that would have the effect
of increasing the amount of any collections with respect to the Related Loan to the detriment of the Single Family Shared-Loss Loan to which such loan is related. A “Related Loan” means any loan or extension of credit held by the Assuming
Bank at any time on or prior to the end of the Final Shared-Loss Month that is made to an Obligor of a Single Family Shared-Loss Loan. 
 (b) The Assuming Bank shall prepare and deliver to the Receiver with the Monthly Certificates for the calendar months ending June 30 and December 31, a schedule of all Related Loans on the
Accounting Records of the Assuming Bank as of the end of each such semi-annual period. 
 Section 3.5 Legal
Action; Utilization of Special Receivership Powers. The Assuming Bank shall notify the Receiver in writing (such notice to be given in accordance with Article V below and to include all relevant details) prior to utilizing in any legal action any
special legal power or right which the Assuming Bank derives as a result of having acquired an asset from the Receiver, and the Assuming Bank shall not utilize any such power unless the Receiver shall have consented in writing to the proposed usage.
The Receiver shall have the right to direct such proposed usage by the Assuming Bank and the Assuming Bank shall comply in all respects with such direction. Upon request of the Receiver, the Assuming Bank will advise the Receiver as to the status of
any such legal action. The Assuming Bank shall immediately notify the Receiver of any judgment in litigation involving any of the aforesaid special powers or rights. 
 Section 3.6 Third Party Servicer. The Assuming Bank may perform any of its obligations and/or exercise any of its rights under this Single Family Shared-Loss Agreement through
or by one or more Third Party Servicers, who may take actions and make expenditures as if any such Third Party Servicer was the Assuming Bank hereunder (and, for the avoidance of doubt, such expenses incurred by any such Third Party Servicer on
behalf of the Assuming Bank shall be included in calculating Losses to the extent such expenses would be included in such calculation if the expenses were incurred by Assuming Bank); provided, however, that the use thereof by the Assuming Bank shall
not release the Assuming Bank of any obligation or liability hereunder. 
  

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 ARTICLE IV 
 PORTFOLIO SALE 
 Section 4.1 Assuming Bank Portfolio Sales of
Remaining Single Family Shared-Loss Loans. The Assuming Bank shall have the right with the concurrence of the Receiver to liquidate for cash consideration, from time to time in one or more transactions, all or a portion of Single Family Shared-Loss
Loans held by the Assuming Bank at any time prior to the Termination Date (“Portfolio Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days notice in writing to the Receiver
setting forth the details and schedule for the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming
Bank’s contractors. Sales of Restructured Loans shall be sold in a separate pool from Single Family Shared-Loss Loans not restructured. The Receiver’s review of the Assuming Bank’s proposed Portfolio Sale will be considered in a
timely fashion and approval will not be unreasonably withheld, delayed or conditioned. 
 Section 4.2
Assuming Bank’s Liquidation of Remaining Single Family Shared-Loss Loans. In the event that the Assuming Bank does not conduct a Portfolio Sale pursuant to Section 4.1, the Receiver shall have the right, exercisable in its sole and
absolute discretion, to require the Assuming Bank to liquidate for cash consideration, any Single Family Shared-Loss Loans held by the Assuming Bank at any time after the date that is six months prior to the Termination Date. If the Receiver
exercises its option under this Section 4.2, it must give notice in writing to the Assuming Bank, setting forth the time period within which the Assuming Bank shall be required to liquidate the Single Family Shared-Loss Loans. The Assuming Bank
will comply with the Receiver’s notice and must liquidate the Single Family Shared-Loss Loans as soon as reasonably practicable by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates,
contractors, or any affiliates of the Assuming Bank’s contractors. The selection of any financial advisor or other third party broker or sales agent retained for the liquidation of the remaining Single Family Shared-Loss Loans pursuant to this
Section shall be subject to the prior approval of the Receiver, such approval not to be unreasonably withheld, delayed or conditioned. 
 Section 4.3 Calculation of Sale Gain or Loss. For Single Family Shared-Loss Loans that are not Restructured Loans gain or loss on the sales under Section 4.1 or Section 4.2 will be
calculated as the sale price received by the Assuming Bank less the unpaid principal balance of the remaining Single Family Shared-Loss Loans. For any Restructured Loan included in the sale gain or loss on sale will be calculated as (a) the
sale price received by the Assuming Bank less 
 (a) the net present value of estimated cash flows on the
Restructured Loan that was used in the calculation of the related Restructuring Loss plus (c) Loan principal payments collected by the Assuming Bank from the date the Loan was restructured to the date of sale. (See Exhibit 2d for example
calculation). 
  

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 ARTICLE V 
 LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER 
 All
notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: 
 If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Peoples First Community Bank Division of
Resolutions and Receiverships 550 17th Street, N.W. Washington, D.C. 20429 Attention: Ralph Malami, Manager, Capital Markets 
 with a copy to: Federal Deposit Insurance Corporation as Receiver for Peoples First Community Bank Room E7056 3501 Fairfax Drive, Arlington, VA 2226 Attn: Special Issues Unit 
 With respect to a notice under Section 3.5 of this Single Family Shared-Loss 
 Agreement, copies of such notice shall be sent to: 
 Federal Deposit Insurance Corporation Legal Division 1601 Bryan St. Dallas, Texas 75201 Attention: Regional Counsel If to Assuming Bank, to: 
 Hancock Bank 
 Attn: Mr. Carl J. Chaney, President and CEO 
 One Hancock
Plaza, 7th Floor 
 Gulfport, Mississippi 39502 
 868 – 4627 (fax) 
 Such Persons and addresses may be changed from time to time by notice given pursuant to the provisions of this Article V. Any notice, demand or other communication delivered pursuant to the provisions of
this Article V shall be deemed to have been given on the date actually received. 
 ARTICLE VI 
 MISCELLANEOUS 
 Section 6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by or on behalf of a party hereto in connection with this Single Family Shared-Loss Agreement
shall be borne by such party whether or not the transactions contemplated herein shall be consummated. 
  

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 Section 6.2 Successors and Assigns; Specific Performance. All terms and
provisions of this Single Family Shared-Loss Agreement shall be binding upon and shall inure to the benefit of the parties hereto only; provided, however, that, Receiver may assign or otherwise transfer this Single Family Shared-Loss Agreement (in
whole or in part) to the Federal Deposit Insurance Corporation in its corporate capacity without the consent of Assuming Bank. Notwithstanding anything to the contrary contained in this Single Family Shared-Loss Agreement, except as is expressly
permitted in this Section 6.2, Assuming Bank may not assign or otherwise transfer this Single Family Shared-Loss Agreement (in whole or in part) without the prior written consent of the Receiver, which consent may be granted or withheld by the
Receiver in its sole discretion, and any attempted assignment or transfer in violation of this provision shall be void ab initio. For the avoidance of doubt, a merger or consolidation of the Assuming Bank with and into another financial institution,
the sale of all or substantially all of the assets of the Assuming Bank to another financial institution constitutes the transfer of this Single Family Shared-Loss Agreement which requires the consent of the Receiver; and for a period of thirty-six
(36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Bank, or of its holding company,
or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Bank or its holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more
than 9%, constitutes the transfer of this Single Family Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger,
consolidation or sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal balance of Shared-Loss Assets is less than twenty percent (20%) of the initial aggregate balance of Shared-Loss
Assets. 
 Section 6.3 Governing Law. This Single Family Shared-Loss Agreement shall be construed in
accordance with federal law, or, if there is no applicable federal law, the laws of the State of New York, without regard to any rule of conflict of law that would result in the application of the substantive law of any jurisdiction other than the
State of New York. 
 Section 6.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH
THIS SINGLE FAMILY SHARED-LOSS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 6.5
Captions. All captions and headings contained in this Single Family Shared-Loss Agreement are for convenience of reference only and do not form a part of, and shall not affect the meaning or interpretation of, this Single Family Shared-Loss
Agreement. 
 Section 6.6 Entire Agreement; Amendments. This Single Family Shared-Loss Agreement, along
with the Commercial Shared-Loss Agreement and the Purchase and Assumption Agreement, including the Exhibits and any other documents delivered pursuant hereto or thereto, embody the entire agreement of the parties with respect to the subject matter
hereof, and supersede all prior representations, warranties, offers, acceptances, agreements and understandings, written or oral, relating to the subject matter herein. This Single Family Shared-Loss Agreement may be amended or modified or any
provision thereof waived only by a written instrument signed by both parties or their respective duly authorized agents. 
  

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 Section 6.7 Severability. Whenever possible, each provision of this
Single Family Shared-Loss Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Single Family Shared-Loss Agreement is held to be prohibited by or invalid, illegal or
unenforceable under applicable law, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or unenforceable, and the validity, legality and enforceability of the remainder of
such provision and the remaining provisions of this Single Family Shared-Loss Agreement shall not in any way be affected or impaired thereby. 
 Section 6.8 No Third Party Beneficiary. This Single Family Shared-Loss Agreement and the Exhibits hereto are for the sole and exclusive benefit of the parties hereto and their respective permitted
successors and permitted assigns and there shall be no other third party beneficiaries, and nothing in this Single Family Shared-Loss Agreement or the Exhibits shall be construed to grant to any other Person any right, remedy or Claim under or in
respect of this Single Family Shared-Loss Agreement or any provision hereof. 
 Section 6.9 Counterparts.
This Single Family Shared-Loss Agreement may be executed separately by Receiver and Assuming Bank in any number of counterparts, each of which when executed and delivered shall be an original, but such counterparts shall together constitute one and
the same instrument. 
 Section 6.10 Consent. Except as otherwise provided herein, when the consent of a
party is required herein, such consent shall not be unreasonably withheld or delayed. 
 Section 6.11
Rights Cumulative. Except as otherwise expressly provided herein, the rights of each of the parties under this Single Family Shared-Loss Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to
each such party’s rights under the Purchase and Sale Agreement and any of the related agreements or under law. Except as otherwise expressly provided herein, any failure to exercise or any delay in exercising any of such rights, or any partial
or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such right. 
 ARTICLE VII

 DISPUTE RESOLUTION 
 Section 7.1 Dispute Resolution Procedures. 
 (a) In the event
a dispute arises about the interpretation, application, calculation of Loss, or calculation of payments or otherwise with respect to this Single Family Shared-Loss Agreement (“SF Shared-Loss Dispute Item”), then the Receiver and the
Assuming Bank shall make every attempt in good faith to resolve such items within sixty (60) days following the receipt of a written description of the SF Shared-Loss Dispute Item, with notification of the possibility of taking the matter to
arbitration (the date on which such 60-day period expires, or any extension of such period as the parties hereto may mutually agree to in writing, herein called the “Resolution Deadline Date”). If the Receiver and the Assuming Bank resolve
all such items to their mutual satisfaction by the Resolution Deadline Date, then within thirty (30) days following such resolution, any payment arising out such resolution shall be made arising from the settlement of the SF Shared-Loss
Dispute. 
  

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 (b) If the Receiver and the Assuming Bank fail to resolve any outstanding SF
Shared-Loss Dispute Items by the Resolution Deadline Date, then either party may notify the other of its intent to submit the SF Shared-Loss Dispute Item to arbitration pursuant to the provisions of this Article VII. Failure of either party to
notify the other of its intent to submit any unresolved SF Shared-Loss Dispute Item to arbitration within thirty (30) days following the Resolution Deadline Date (the date on which such thirty (30) day period expires is herein called the
“Arbitration Deadline Date”) shall be deemed an acceptance of such SF Shared-Loss Dispute not submitted to arbitration, as well as a waiver of the submitting party’s right to dispute such non-submitted SF Shared-Loss Dispute Item but
not a waiver of any similar claim which may arise in the future. 
 (c) If a SF Shared-Loss Dispute Item is
submitted to arbitration, it shall be governed by the rules of the American Arbitration Association (the “AAA”), except as otherwise provided herein. Either party may submit a matter for arbitration by delivering a notice, prior to the
Arbitration Deadline Date, to the other party in writing setting forth: 
 (i) A brief
description of each SF Shared-Loss Dispute Item submitted for arbitration; 
 (ii) A statement
of the moving party’s position with respect to each SF Shared-Loss Dispute Item submitted for arbitration; 
 (iii) The value sought by the moving party, or other relief requested regarding each SF Shared-Loss Dispute Item submitted for arbitration, to the extent reasonably calculable; and 
 (iv) The name and address of the arbiter selected by the moving party (the “Moving Arbiter”), who
shall be a neutral, as determined by the AAA. 
 Failure to adequately include any information above shall not
be deemed to be a waiver of the parties right to arbitrate so long as after notification of such failure the moving party cures such failure as promptly as reasonably practicable. 
 (d) The non-moving party shall, within thirty (30) days following receipt of a notice of arbitration pursuant to this
Section 7.1, deliver a notice to the moving party setting forth: 
 (i) The name and
address of the arbiter selected by the non-moving party (the “Respondent Arbiter”), who shall be a neutral, as determined by the AAA; 
 (ii) A statement of the position of the respondent with respect to each Dispute Item; and 
 (iii) The ultimate resolution sought by the respondent or other relief, if any, the respondent deems is due the moving party with respect to each SF Shared-Loss Dispute Item.

 Failure to adequately include any information above shall not be deemed to be a waiver of the non-moving
party’s right to defend such arbitration so long as after notification of such failure the non-moving party cures such failure as promptly as reasonably practicable 
  


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 (e) The Moving Arbiter and Respondent Arbiter shall select a third arbiter
from a list furnished by the AAA. In accordance with the rules of the AAA, the three (3) arbiters shall constitute the arbitration panel for resolution of each SF Loss-Share Dispute Item. The concurrence of any two (2) arbiters shall be
deemed to be the decision of the arbiters for all purposes hereunder. The arbitration shall proceed on such time schedule and in accordance with the Rules of Commercial Arbitration of the AAA then in effect, as modified by this Section 7.1. The
arbitration proceedings shall take place at such location as the parties thereto may mutually agree, but if they cannot agree, then they will take place at the offices of the Corporation in Washington, DC, or Arlington, Virginia. 
 (f) The Receiver and Assuming Bank shall facilitate the resolution of each outstanding SF Shared-Loss Dispute Item by making
available in a prompt and timely manner to one another and to the arbiters for examination and copying, as appropriate, all documents, books, and records under their respective control and that would be discoverable under the Federal Rules of Civil
Procedure. 
 (g) The arbiters designated pursuant to subsections (c), (d) and (e) hereof shall
select, with respect to each Dispute Item submitted to arbitration pursuant to this Section 7.1, either (i) the position and relief submitted by the Assuming Bank with respect to each SF Shared-Loss Dispute Item, or (ii) the position
and relief submitted by the Receiver with respect to each SF Shared-Loss Dispute Item, in either case as set forth in its respective notice of arbitration. The arbiters shall have no authority to select a value for each Dispute Item other than the
determination set forth in Section 7.1(c) and Section 7.1(d). The arbitration shall be final, binding and conclusive on the parties. 
 (h) Any amounts ultimately determined to be payable pursuant to such award shall bear interest at the Settlement Interest Rate from and including the date specified for the arbiters decisions specified in
this Section 7.1, without regard to any extension of the finality of such award, to but not including the date paid. All payments required to be made under this Section 7.2 shall be made by wire transfer. 
 (i) For the avoidance of doubt, to the extent any notice of a SF Shared-Loss Dispute Item(s) is provided prior to the
Termination Date, the terms of this Single Family Shared-Loss Agreement shall remain in effect with respect to the Single Family Shared-Loss Loans that are the subject of such SF Shared-Loss Dispute Item(s) until such time as any such dispute is
finally resolved. 
 Section 7.2 Fees and Expenses of Arbiters. The aggregate fees and expenses of the
arbiters shall be borne equally by the parties. The parties shall pay the aggregate fees and expenses within thirty (30) days after receipt of the written decision of the arbiters (unless the arbiters agree in writing on some other payment
schedule). 
  

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 Exhibit 1 
 Monthly Certificate 
 SEE FOLLOWING PAGE 







 Exhibit 2a 
 This exhibit contains three versions of the loss share calculation for foreclosure, plus explanatory notes. 







 Exhibit 2a(1) 
 CALCULATION OF FORECLOSURE LOSS 
 Foreclosure Occurred Prior to Loss Share
Agreement 







 Notes to Exhibit 2a (foreclosure) 
 1. The data shown are for illustrative purpose. The figures will vary for actual restructurings. 
 2. The covered loss is the difference between the gross balance recoverable by Purchaser and the total cash recovery. There
are three methods of calculation for covered losses from foreclosures, depending upon the circumstances. They are shown below: 
 a. If foreclosure occurred prior to the beginning of the Loss Share agreement, use Exhibit 2a(1). This version uses the book value of the REO as the starting point for the covered loss. 
 b. If foreclosure occurred after the Loss Share agreement was in place, and if the loan was not restructured when the Loss
Share agreement was in place, use Exhibit 2a(2). This version uses the unpaid balance of the loan as of the last payment as the starting point for the covered loss. 
 c. If the loan was restructured when the Loss Share agreement was in place, and then foreclosure occurred, use Exhibit 2a(3). This version uses the Net Present Value (NPV) of the
modified loan as the starting point for the covered loss. 
 3. For Exhibit 2a(1), the gross balance recoverable
by the purchaser is calculated as the sum of lines 9 – 18; it is shown in line 19. For Exhibit 2a(2), the gross balance recoverable by the purchaser is calculated as the sum of lines 16 – 24; it is shown in line 25. For Exhibit 2a(3), the
gross balance recoverable by the purchaser is calculated as line 11 minus line 12 plus lines 13 – 21; it is shown in line 22. 
 4. For Exhibit 2a(1), the total cash recovery is calculated as the sum of lines 20 – 24; it is shown in line 25. For Exhibit 2a(2), the total cash recovery is calculated as the sum of lines 26 –
30; it is shown in line 31. For Exhibit 2a(3), the total cash recovery is calculated as the sum of lines 23 – 27; it is shown in line 28. 
 5. Reasonable and customary third party attorney’s fees and expenses incurred by or on behalf of Assuming Bank in connection with any enforcement procedures, or otherwise with respect to such loan,
are reported under Attorney’s fees. 
 6. Assuming Bank’s (or Third Party Servicer’s) reasonable
and customary out-of-pocket costs paid to either a third party or an affiliate (if affiliate is pre-approved by the FDIC) for foreclosure, property protection and maintenance costs, repairs, assessments, taxes, insurance and similar items are
treated as part of the gross recoverable balance, to the extent they are not paid from funds in the borrower’s escrow account. Allowable costs are limited to amounts per Freddie Mac and Fannie Mae guidelines (as in effect from time to time),
where applicable, provided that this limitation shall not apply to costs or expenses relating to environmental conditions. 
 7. Do not include late fees, prepayment penalties, or any similar lender fees or charges by the Failed Bank or Assuming Bank to the loan account, any allocation of Assuming Bank’s servicing costs, or
any allocations of Assuming Bank’s general and administrative (G&A) or other operating costs. 







 8. If Exhibit 2a(3) is used, then no accrued interest may be included as a
covered loss. Otherwise, the amount of accrued interest that may be included as a covered loss is limited to the minimum of: 
 a. 90 days 
 b. The number of days that the loan is delinquent
when the property was sold 
 c. The number of days between the resolution date and the date when the property
was sold to calculate accrued interest, apply the note interest rate that would have been in effect if the loan were performing to the principal balance after application of the last payment made by the borrower. 







 Exhibit 2b 
 This exhibit contains the loss share calculation for restructuring (loan mod), plus explanatory notes. 
 44 Loss Amount 58,438 







 Notes to Exhibit 2b (restructuring) 
 1. The data shown are for illustrative purpose. The figures will vary for actual restructurings. 
 2. For purposes of loss sharing, losses on restructured loans are calculated as the difference between: 
 a. The principal, accrued interest, advances due on the loan, and allowable 3rd party fees prior to restructuring (lines
36-39), and 
 b. The Net Present Value (NPV) of the estimated cash flows (line 43). The cash flows should
assume no default or prepayment for 10 years, followed by prepayment in full at the end of 10 years (120 months). 
 3. For owner-occupied residential loans, the NPV is calculated using the most recently published Freddie Mac survey rate on 30-year fixed rate loans as of the restructure date. 
 4. For investor owned or non-owner occupied residential loans, the NPV is calculated using commercially reasonable rate on
30-year fixed rate loans as of the restructure date. 
 5. If the new loan is an adjustable-rate loan, interest
rate resets and related cash flows should be projected based on the index rate in effect at the date of the loan restructuring. If the restructured loan otherwise provides for specific charges in monthly P&I payments over the term of the loan,
those changes should be reflected in the projected cash flows. Assuming Bank must retain supporting schedule of projected cash flows as required by Section 2.1 of the Single Family Shared-Loss Agreement and provide it to the FDIC if requested
for a sample audit. 
 6. Do not include late fees, prepayment penalties, or any similar lender fees or charges
by the Failed Bank or Assuming Bank to the loan account, any allocation of Assuming Bank’s servicing costs, or any allocations of Assuming Bank’s general and administrative (G&A) or other operating costs. 
 7. The amount of accrued interest that may be added to the balance of the loan is limited to the minimum of: 
 a. 90 days 
 b. The number of days that the loan is delinquent at the time of restructuring 
 c. The number of days between the resolution date and the restructuring To calculate accrued interest, apply the note interest rate that would have been in effect if the loan were performing to the
principal balance after application of the last payment made by the borrower. 







 Exhibit 2c 
 This exhibit contains two versions of the loss share calculation for short sales, plus explanatory notes. 







 Exhibit 2c(1) 
 CALCULATION OF LOSS FOR SHORT SALE LOANS 







 Notes to Exhibit 2c (short sale) 
 1. The data shown are for illustrative purpose. The figures will vary for actual short sales. 
 2. The covered loss is the difference between the gross balance recoverable by Purchaser and the total cash recovery. There
are two methods of calculation for covered losses from short sales, depending upon the circumstances. They are shown below: 
 a. If the loan was restructured when the Loss Share agreement was in place, and then the short sale occurred, use Exhibit 2c(2). This version uses the Net Present Value (NPV) of the modified loan as the
starting point for the covered loss. 
 b. Otherwise, use Exhibit 2c(1). This version uses the unpaid balance of
the loan as of the last payment as the starting point for the covered loss. 
 3. For Exhibit 2c(1), the gross
balance recoverable by the purchaser is calculated as the sum of lines 12 – 17; it is shown in line 18. For Exhibit 2a(2), the gross balance recoverable by the purchaser is calculated as line 11 minus line 12 plus lines 13 – 16; it is
shown in line 17. 
 4. For Exhibit 2c(1), the total cash recovery is calculated as the sum of lines 19 –
21; it is shown in line 22. For Exhibit 2c(2), the total cash recovery is calculated as the sum of lines 18 – 20; it is shown in line 21. 
 5. Reasonable and customary third party attorney’s fees and expenses incurred by or on behalf of Assuming Bank in connection with any enforcement procedures, or otherwise with respect to such loan,
are reported under Attorney’s fees. 
 6. Do not include late fees, prepayment penalties, or any similar
lender fees or charges by the Failed Bank or Assuming Bank to the loan account, any allocation of Assuming Bank’s servicing costs, or any allocations of Assuming Bank’s general and administrative (G&A) or other operating costs.

 7. If Exhibit 2c(2) is used, then no accrued interest may be included as a covered loss. Otherwise, the
amount of accrued interest that may be included as a covered loss is limited to the minimum of: 
 d. 90 days

 e. The number of days that the loan is delinquent when the property was sold 
 f. The number of days between the resolution date and the date when the property was sold To calculate accrued interest,
apply the note interest rate that would have been in effect if the loan were performing to the principal balance after application of the last payment made by the borrower. 







 Exhibit 2d 







 Exhibit 3 
 Portfolio Performance and Summary Schedule 







 Exhibit 4 
 Wire Transfer Instructions 
 PURCHASER WIRING INSTRUCTIONS 







 EXHIBIT 5 
 FDIC MORTGAGE LOAN MODIFICATION PROGRAM 
 Objective 
 The objective of this FDIC Mortgage Loan Modification Program (“Program”) is to modify the terms of certain
residential mortgage loans so as to improve affordability, increase the probability of performance, allow borrowers to remain in their homes and increase the value of the loans to the FDIC and assignees. The Program provides for the modification of
Qualifying Loans (as defined below) by reducing the borrower’s monthly housing debt to income ratio (“DTI Ratio”) to no more than 31% at the time of the modification and eliminating adjustable interest rate and negative amortization
features. 
 Qualifying Mortgage Loans 
 In order for a mortgage loan to be a Qualifying Loan it must meet all of the following criteria, which must be confirmed by the lender: 
  

	 	•	 	 The collateral securing the mortgage loan is owner-occupied and the owner’s primary residence; and 


  

	 	•	 	 The mortgagor has a first priority lien on the collateral; and 


  

	 	•	 	 Either the borrower is at least 60 days delinquent or a default is reasonably foreseeable. 


 Modification Process 
 The lender shall undertake a review of its mortgage loan portfolio to identify Qualifying Loans. For each Qualifying Loan, the lender shall determine the net present value of the modified loan and, if it will exceed the net present value of
the foreclosed collateral upon disposition, then the Qualifying Loan shall be modified so as to reduce the borrower’s monthly DTI Ratio to no more than 31% at the time of the modification. To achieve this, the lender shall use a combination of
interest rate reduction, term extension and principal forbearance, as necessary. 
 The borrower’s monthly
DTI Ratio shall be a percentage calculated by dividing the borrower’s monthly income by the borrower’s monthly housing payment (including principal, interest, taxes and insurance). For these purposes, (1) the borrower’s monthly
income shall be the amount of the borrower’s (along with any co-borrowers’) documented and verified gross monthly income, and (2) the borrower’s monthly housing payment shall be the amount required to pay monthly principal and
interest plus one-twelfth of the then current annual amount required to pay real property taxes and homeowner’s insurance with respect to the collateral. 
 In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding principal balance of the Qualifying Loan the amount of all delinquent interest,
delinquent taxes, past due insurance premiums, third party fees and (without duplication) escrow advances (such amount, the “Capitalized Balance”). 







 In order to achieve the goal of reducing the DTI Ratio to 31%, the lender
shall take the following steps in the following order of priority with respect to each Qualifying Loan: 
 1
Reduce the interest rate to the then current Freddie Mac Survey Rate for 30-year fixed rate mortgage loans, and adjust the term to 30 years. 
 2 If the DTI Ratio is still in excess of 31%, reduce the interest rate further, but no lower than 3%, until the DTI ratio of 31% is achieved. 
 3 If the DTI Ratio is still in excess of 31% after adjusting the interest rate to 3%, extend the remaining term of the loan
by 10 years. 
 4 If the DTI Ratio is still in excess of 31%, calculate a new monthly payment (the
“Adjusted Payment Amount”) that will result in the borrower’s monthly DTI Ratio not exceeding 31%. After calculating the Adjusted Payment Amount, the lender shall bifurcate the Capitalized Balance into two portions – the
amortizing portion and the non-amortizing portion. The amortizing portion of the Capitalized Balance shall be the mortgage amount that will fully amortize over a 40-year term at an annual interest rate of 3% and monthly payments equal to the
Adjusted Payment Amount. The non-amortizing portion of the Capitalized Balance shall be the difference between the Capitalized Balance and the amortizing portion of the Capitalized Balance. If the amortizing portion of the Capitalized Balance is
less than 75% of the current estimated value of the collateral, then the lender may choose not to restructure the loan. If the lender chooses to restructure the loan, then the lender shall forbear on collecting the non-amortizing portion of the
Capitalized Balance, and such amount shall be due and payable only upon the earlier of (i) maturity of the modified loan, (ii) a sale of the property or (iii) a pay-off or refinancing of the loan. No interest shall be charged on the
non-amortizing portion of the Capitalized Balance, but repayment shall be secured by a first lien on the collateral. 
 Special Note:

 The net present value calculation used to determine whether a loan should be modified based on the
modification process above is distinct and different from the net present value calculation used to determine the covered loss if the loan is modified. Please refer only to the net present value calculation described in this exhibit for the
modification process, with its separate assumptions, when determining whether to provide a modification to a borrower. Separate assumptions may include, without limitation, Assuming Bank’s determination of a probability of default without
modification, a probability of default with modification, home price forecasts, prepayment speeds, and event timing. These assumptions are applied to different projected cash flows over the term of the loan, such as the projected cash flow of the
loan performing or defaulting without modification and the projected cash flow of the loan performing or defaulting with modification. 
 By contrast, the net present value for determining the covered loss is based on a 10 year period. While the assumptions in the net present value calculation used in the modification process may change,
the net present value calculation for determining the covered loss remains constant. 
  

 2 








 EXHIBIT 4.15B 
 COMMERCIAL AND OTHER ASSETS SHARED-LOSS AGREEMENT 
 This agreement
for reimbursement of loss sharing expenses on certain loans and other assets (the “Commercial Shared-Loss Agreement”) shall apply when the Assuming Bank purchases Shared-Loss Assets as that term is defined herein. The terms hereof shall
modify and supplement, as necessary, the terms of the Purchase and Assumption Agreement to which this Commercial Shared-Loss Agreement is attached as Exhibit 4.15B and incorporated therein. To the extent any inconsistencies may arise between the
terms of the Purchase and Assumption Agreement and this Commercial Shared-Loss Agreement with respect to the subject matter of this Commercial Shared-Loss Agreement, the terms of this Commercial Shared-Loss Agreement shall control. References in
this Commercial Shared-Loss Agreement to a particular Section shall be deemed to refer to a Section in this Commercial Shared-Loss Agreement unless the context indicates that a Section of the Purchase and Assumption Agreement is intended.

 ARTICLE I 
 DEFINITIONS 
 Capitalized terms used in this Commercial Shared-Loss Agreement that are not defined in
this Commercial Shared-Loss Agreement are defined in the Purchase and Assumption Agreement In addition to the terms defined above, defined below are certain additional terms relating to loss-sharing, as used in this Commercial Shared-Loss Agreement.

 “AAA” means the American Arbitration Association as provided in Section 2.1(f)(iii) of this
Commercial Shared-Loss Agreement. 
 “Accrued Interest” means, with respect to any Shared-Loss Loan,
Permitted Advance or Shared-Loss Loan Commitment Advance at any time, the amount of earned and unpaid interest, taxes, credit life and/or disability insurance premiums (if any) payable by the Obligor accrued on or with respect to such Shared-Loss
Loan, Permitted Advance or Shared-Loss Loan Commitment Advance, all as reflected on the Accounting Records of the Failed Bank or the Assuming Bank (as applicable); provided, that Accrued Interest shall not include any amount that accrues on or with
respect to any Shared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance after that Asset has been placed on non-accrual or nonperforming status by either the Failed Bank or the Assuming Bank (as applicable). 
 “Additional ORE” means Shared-Loss Loans that become Other Real Estate after Bank Closing Date. 
 “Affiliate” shall have the meaning set forth in the Purchase and Assumption Agreement; provided, that, for
purposes of this Commercial Shared-Loss Agreement, no Third Party Servicer shall be deemed to be an Affiliate of the Assuming Bank. 
 “Applicable Anniversary of the Commencement Date” means the fifth (5th) anniversary of the Commencement Date. 
 “Calendar Quarter” means a quarterly period (a) for the first such period, beginning on the Commencement Date and ending on the last calendar day of either March,
June, September or December, whichever is the first to occur after the Commencement Date, and 
 (a) for
quarterly periods thereafter, beginning on the first calendar day of the calendar month immediately after the month that ended the prior period and ending on the last calendar day of each successive three-calendar-month period thereafter (i.e., each
March, June, September and December, starting in the applicable order depending on the ending date of first such period) of any year. 







 “Capitalized Expenditures” means those expenditures that
(i) would be capitalized under generally accepted accounting principles, and (ii) are incurred with respect to Shared-Loss Loans, Other Real Estate, Additional ORE or Subsidiary ORE. Capitalized Expenditures shall not include expenses
related to environmental conditions including, but not limited to, remediation, storage or disposal of any hazardous or toxic substances or any pollutant or contaminant. 
 “Charge-Offs” means, with respect to any Shared-Loss Assets for any period, an amount equal to the aggregate amount of loans or portions of loans classified as
“Loss” under the Examination Criteria, including (a) charge-offs of (i) the principal amount of such assets net of unearned interest (including write-downs associated with Other Real Estate, Additional ORE, Subsidiary ORE or loan
modification(s)) (ii) Accrued Interest, and (iii) Capitalized Expenditures plus (b) Pre-Charge-Off Expenses incurred on the respective Shared-Loss Loans, all as effected by the Assuming Bank during such period and reflected on the
Accounting Records of the Assuming Bank; provided, that: (i) the aggregate amount of Accrued Interest (including any reversals thereof) for the period after Bank Closing that shall be included in determining the amount of Charge-Offs for any
Shared-Loss Loan shall not exceed ninety (90) days’ Accrued Interest; (ii) no Charge-Off shall be taken with respect to any anticipated expenditure by the Assuming Bank until such expenditure is actually incurred; (iii) any
financial statement adjustments made in connection with the purchase of any Assets pursuant to this Purchase and Assumption Agreement or any future purchase, merger, consolidation or other acquisition of the Assuming Bank shall not constitute
“Charge-Offs”; and (iv) except for Portfolio Sales or any other sales or dispositions consented to by the Receiver, losses incurred on the sale or other disposition of Shared-Loss Assets to any Person (other than the sale or other
disposition of Other Real Estate, Additional ORE or Subsidiary ORE to a Person other than an Affiliate of the Assuming Bank which is conducted in a commercially reasonable and prudent manner) shall not constitute Charge-Offs. 
 “Commencement Date” means the first calendar day following Bank Closing. 
 “Consumer Loans” means Loans to individuals for household, family and other personal expenditures (including
United States and/or State-guaranteed student loans and extensions of credit pursuant to a credit card plan or debit card plan). 
 “Cumulative Servicing Amount” means the sum of the Period Servicing Amounts for every consecutive twelve-month period prior to and ending on the True-Up 
 Measurement Date in respect of each of the Shared-Loss Agreements during which the loss-sharing provisions of the applicable
Shared-Loss Agreement is in effect. 
 “Cumulative Shared-Loss Payments” means (i) the aggregate
of all of the payments made or payable to the Assuming Bank under the Shared-Loss Agreements minus (ii) the aggregate of all of the payments made or payable to the Receiver under the Shared-Loss Agreements. 
 “Environmental Assessment” means an assessment of the presence, storage or release of any hazardous or toxic
substance, pollutant or contaminant with respect to the collateral securing a Shared-Loss Loan that has been fully or partially charged off. 
 “Examination Criteria” means the loan classification criteria employed by, or any applicable regulations of, the Assuming Bank’s Chartering Authority at the time such action is taken, as
such criteria may be amended from time to time. 
 “Failed Bank Charge-Offs/Write-Downs” means, with
respect to any Shared-Loss Asset, an amount equal to the aggregate amount of reversals or charge-offs of Accrued Interest and charge-offs and write-downs of principal effected by the Failed Bank with respect to that Shared-Loss Asset as reflected on
the Accounting Records of the Failed Bank. 







 “Fair Value” means the value of a Shared Loss MTM Asset as stated
on the books and records of the Failed Bank as of Bank Closing, inclusive of all adjustments. 
 “FDIC
Party” has the meaning provided in Section 2.1(f)(ii) of this Commercial Shared-Loss Agreement. 
 “Net Charge-Offs” means, with respect to any period, an amount equal to the aggregate amount of Charge-Offs for such period less the amount of Recoveries for such period. 
 “Neutral Member” has the meaning provided in Section 2.1(f)(ii) of this Commercial Shared-Loss Agreement.

 “New Shared-Loss Loans” means loans that would otherwise be subject to loss sharing under this
Commercial Shared-Loss Agreement that were originated after September 30, 2009 and before Bank Closing. 
 “Notice of Dispute” has the meaning provided in Section 2.1(f)(iii) of this Commercial Shared-Loss Agreement. 
 “ORE Subsidiary” means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition
of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan. 
 “Other Real Estate” means all of the following (including any of the following fully or partially charged off the books and records of the Failed Bank or the Assuming Bank) that (i) are owned by the Failed Bank as of Bank
Closing and are purchased pursuant to the Purchase and Assumption Agreement or (ii) have arisen subsequent to Bank Closing from the collection or settlement by the Assuming Bank of a Shared-Loss Loan: 
 (A) all interests in real estate (other than Bank Premises and Fixtures), including but not limited to
mineral rights, leasehold rights, condominium and cooperative interests, air rights and development rights; and 
 (B) all other assets (whether real or personal property) acquired by foreclosure or in full or partial satisfaction of judgments or indebtedness. 
 “Period Servicing Amount” means, for any twelve month period with respect to each of the Shared-Loss Agreements
during which the loss-sharing provisions of the applicable Shared-Loss Agreement are in effect, the product of (i) the simple average of the principal amount of Shared-Loss Loans and Shared-Loss Assets (other than the Shared-Loss Securities)
(in each case as defined in the Shared-Loss Agreements), as the case may be, at the beginning of such period and at the end of such period times (ii) one percent (1%). 
 “Permitted Advance” means an advance of funds by the Assuming Bank with respect to a Shared-Loss Loan, or the making of a legally binding commitment by the Assuming Bank to
advance funds with respect to a Shared-Loss Loan, that (i) in the case of such an advance, is actually made, and, in the case of such a commitment, is made and all of the proceeds thereof actually advanced, within one (1) year after the
Commencement Date, (ii) does not cause the sum of (A) the book value of such Shared-Loss Loan as reflected on the Accounting Records of the Assuming Bank after any such advance has been made by the Assuming Bank plus (B) the unfunded
amount of any such commitment made by the Assuming Bank related thereto, to exceed 110% of the Book Value of such Shared-Loss Loan, (iii) is not made with respect to a Shared-Loss Loan with respect to which (A) there exists a related
Shared-Loss Loan Commitment or (B) the Assuming Bank has taken a Charge-Off and (iv) is made in good faith, is supported at the time it is made by documentation in the Credit Files and conforms to and is in accordance with the applicable
requirements set forth in Article III of this Commercial Shared-Loss Agreement and with the then effective written internal credit policy guidelines of the Assuming Bank; provided, that the limitations in subparagraphs (i), (ii) and
(iii) of this definition shall not apply to any such action (other than to an advance or commitment related to the remediation, storage or final disposal of any hazardous or toxic substance, pollutant or contaminant) that is taken by Assuming
Bank in its reasonable discretion to preserve or secure the value of the collateral for such Shared-Loss Loan. 







 “Permitted Amendment” means, with respect to any Shared-Loss Loan
Commitment or Shared-Loss Loan, any amendment, modification, renewal or extension thereof, or any waiver of any term, right, or remedy thereunder, made by the Assuming Bank in good faith and otherwise in accordance with the applicable requirements
set forth in Article III of this Commercial Shared-Loss Agreement and the then effective written internal credit policy guidelines of the Assuming Bank; provided, that: 
 (i) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that is not a revolving line of
credit, no such amendment, modification, renewal, extension, or waiver, except as allowed under the definition of Permitted Advance, shall operate to increase the amount of principal (A) then remaining available to be advanced by the Assuming
Bank under the Shared-Loss Loan Commitment or (B) then outstanding under the Shared-Loss Loan; 
 (ii) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that is a revolving line of credit, no such amendment, modification, renewal, extension, or waiver, except as allowed under the definition of Permitted Advance, shall
operate to increase the maximum amount of principal authorized as of Bank Closing to be outstanding at any one time under the underlying revolving line of credit relationship with the debtor (regardless of the extent to which such revolving line of
credit may have been funded as of Bank Closing or may subsequently have been funded and/or repaid); and 
 (iii) no such amendment, modification, renewal, extension or waiver shall extend the term of such Shared-Loss Loan Commitment or Shared-Loss Loan beyond the end of the final Shared-Loss Quarter unless the term of such Shared-Loss Loan
Commitment or Shared-Loss Loan as existed on Bank Closing was beyond the end of the final Shared-Loss Quarter, in which event no such amendment, modification, renewal, extension or waiver shall extend such term beyond the term as existed as of Bank
Closing. 
 “Pre-Charge-Off Expenses” means those expenses incurred in the usual and prudent
management of a Shared-Loss Loan that would qualify as a Reimbursable Expense or Recovery Expense if incurred after a Charge-Off of the related Shared-Loss Asset had occurred. 
 “Quarterly Certificate” has the meaning provided in Section 2.1(a)(i) of this Commercial Shared-Loss Agreement. 
 “Recoveries” (I)(A) In addition to any sums to be applied as Recoveries pursuant to subparagraph (II) below,
“Recoveries” means, with respect to any period, the sum of (without duplication): 
 (i) the amount of collections during such period by the Assuming Bank on Charge-Offs of Shared-Loss Assets effected by the Assuming Bank prior to the end of the final Shared-Loss Quarter; plus 
 (ii) the amount of collections during such period by the Assuming Bank on Failed Bank
Charge-Offs/Write-Downs; plus 







 (iii) the amount of gain on any sale or other disposition
during such period by the Assuming Bank of Shared Loss Loans, Other Real Estate, Additional ORE or Subsidiary ORE (provided, that the amount of any such gain included in Recoveries shall not exceed the aggregate amount of the related Failed Bank
Charge-Offs/Write-Downs and Charge-Offs taken and any related Reimbursable Expenses and Recovery Expenses); plus 
 (iv) the amount of collections during such period by the Assuming Bank of any Reimbursable Expenses or Recovery Expenses; plus 
 (v) the amount of any fee or other consideration received by the Assuming Bank during or prior to such period
in connection with any amendment, modification, renewal, extension, refinance, restructure, commitment or other similar action taken by the Assuming Bank with respect to a Shared-Loss Asset with respect to which there exists a Failed Bank
Charge-Off/Write-Down or a Shared-Loss Loan as to which a Charge-Off has been effected by the Assuming Bank during or prior to such period (provided, that the amount of any such fee or other consideration included in Recoveries shall not exceed the
aggregate amount of the related Failed Bank Charge-Offs/Write-Downs and Charge-Offs taken and any related Reimbursable Expenses and Recovery Expenses). (I)(B) For the purpose of determining the amounts to be applied as Recoveries pursuant to
subparagraph (I)(A) above, the Assuming Bank shall apply amounts received on the Assets that are not otherwise applied to reduce the book value of principal of a Shared-Loss Loan (or, in the case of Other Real Estate, Additional ORE, Subsidiary ORE
and Capitalized Expenditures, that are not otherwise applied to reduce the book value thereof) in the following order: first to Charge-Offs and Failed Bank Charge-Offs/Write Downs; then to Reimbursable Expenses and Recovery Expenses; then to
interest income; and then to other expenses incurred by the Assuming Bank. 
 (II) If there occurs an amendment,
modification, renewal, extension, refinance, restructure, commitment, sale or other similar action with respect to a Shared-Loss Loan as to which there exists a Failed Bank Charge-Off/Write Down or as to which a Charge-Off has been effected by the
Assuming Bank during or prior to such period, and if, as a result of such occurrence, the Assuming Bank recognizes any interest income for financial accounting purposes on that Shared-Loss Loan, then “Recoveries” shall also include the
portion of the total amount of any such interest income recognized by the Assuming Bank which is derived by multiplying: 
 (A) the total amount of any such interest income recognized by the Assuming Bank during such period with respect to that Shared-Loss Loan as described above, by 
 (B) a fraction, the numerator of which is the aggregate principal amount (excluding reversals or charge-offs
of Accrued Interest) of all such Failed Bank Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming Bank with respect to that Shared-Loss Loan plus the principal amount of that Shared-Loss Loan that has not yet been charged-off but has
been placed on nonaccrual status, all of which occurred at any time prior to or during the period in which the interest income referred to in subparagraph (II)(A) immediately above was recognized, and the denominator of which is the total amount of
principal indebtedness (including all such prior Failed Bank Charge-Offs/Write-Downs and Charge-Offs as described above) due from the Obligor on that Shared-Loss Loan as of the end of such period; 
 provided, however, that the amount of any interest income included as Recoveries for a particular Shared-Loss Loan shall not exceed the
aggregate amount of (a) Failed Bank Charge-Offs/Write-Downs, (b) Charge-Offs effected by the Assuming Bank during or prior to the period in which the amount of Recoveries is being determined, plus (c) any Reimbursable Expenses and
Recovery Expenses paid to the Assuming Bank pursuant to this Commercial Shared-Loss Agreement during or prior to the period in which the amount of Recoveries is being determined, all with respect to that particular Shared-Loss Loan; and, provided,
further, that any collections on any such Shared-Loss Loan that are not applied to reduce book value of principal or recognized as interest income shall be applied pursuant to subparagraph (I) above. 







 (III) Notwithstanding subparagraphs (I) and (II) above, the term
“Recoveries” shall not include: (a) any amounts paid to the Assuming Bank by the Receiver pursuant to Section 2.1 of this Commercial Shared-Loss Agreement, (b) amounts received with respect to Charge-Offs effected by the
Assuming Bank after the final Shared-Loss Quarter, (c) after the final Shared-Loss Quarter, income received by the Assuming Bank from the operation of, and any gains recognized by the Assuming Bank on the disposition of, Other Real Estate,
Additional ORE or Subsidiary ORE (such income and gains being hereinafter together referred to as “ORE Income”), except to the extent that aggregate ORE Income exceeds the aggregate expenses paid to third parties by or on behalf of the
Assuming Bank after the final Shared-Loss Quarter to manage, operate and maintain Other Real Estate, Additional ORE or Subsidiary ORE (such expenses being hereinafter referred to as “ORE Expenses”). In determining the extent aggregate ORE
Income exceeds aggregate ORE Expenses for any Recovery Quarter as set forth immediately above in subparagraph (c), the Assuming Bank will subtract (i) ORE Expenses paid to third parties during such Recovery Quarter (provided, that, in the case
of the final Recovery Quarter only, the Assuming Bank will subtract ORE Expenses paid to third parties from the beginning of the final Recovery Quarter up to the date the Assuming Bank is required to deliver the final Quarterly Certificate pursuant
to this Commercial Shared-Loss Agreement) from (ii) ORE Income received during such Recovery Quarter, to calculate net ORE income (“Net ORE Income”) for that Recovery Quarter. If the amount of Net ORE Income so calculated for a
Recovery Quarter is positive, such amount shall be reported as Recoveries on the Quarterly Certificate for such Recovery Quarter. If the amount of Net ORE Income so calculated for a Recovery Quarter is negative (“Net ORE Loss
Carryforward”), such amount shall be added to any ORE Expenses paid to third parties in the next succeeding Recovery Quarter, which sum shall then be subtracted from ORE Income for that next succeeding Recovery Quarter, for the purpose of
determining the amount of Net ORE Income (or, if applicable, Net ORE Loss Carryforward) for that next succeeding Recovery Quarter. If, as of the end of the final Recovery Quarter, a Net ORE Loss Carryforward exists, then the amount of the Net ORE
Loss Carryforward that does not exceed the aggregate amount of Net ORE Income reported as Recoveries on Quarterly Certificates for all Recovery Quarters may be included as a Recovery Expense on the Quarterly Certificate for the final Recovery
Quarter. 
 “Recovery Amount” has the meaning provided in Section 2.1(b)(ii) of this Commercial
Shared-Loss Agreement. 
 “Recovery Expenses” means, for any Recovery Quarter, the amount of actual,
reasonable and necessary out-of-pocket expenses (other than Capitalized Expenditures) paid to third parties (other than Affiliates of the Assuming Bank) by or on behalf of the Assuming Bank, as limited by Sections 3.2(c) and (d) of Article III
to this Commercial Shared-Loss Agreement, to recover amounts owed with respect to (i) any Shared-Loss Asset as to which a Charge-Off was effected prior to the end of the final Shared-Loss Quarter (provided that such amounts were incurred no
earlier than the date the first Charge-Off on such Shared-Loss Asset could have been reflected on the Accounting Records of the Assuming Bank), and (ii) Failed Bank Charge-Offs/Write-Downs (including, in each case, all costs and expenses
related to an Environmental Assessment and any other costs or expenses related to any environmental conditions with respect to the Shared-Loss Assets (it being understood that any remediation expenses for any such pollutant or contaminant are not
recoverable if in excess of $200,000 per Shared-Loss Asset, without the Assuming Bank having obtained the prior consent of the Receiver for such expenses); provided, that, so long as income with respect to a Shared-Loss Loan is being prorated
pursuant to the arithmetical formula in subsection (II) of the definition of “Recoveries”, the term “Recovery Expenses” shall not include that portion of any such expenses paid during such Recovery Quarter to recover any amounts
owed on that Shared-Loss Loan that is derived by: 
 subtracting (1) the product derived by multiplying:

 (A) the total amount of any such expenses paid by or on behalf of the Assuming Bank during
such Recovery Quarter with respect to that Shared-Loss Loan, by 







 (B) a fraction, the numerator of which is the aggregate
principal amount (excluding reversals or charge-offs of Accrued Interest) of all such Failed Bank Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming Bank with respect to that Shared-Loss Loan plus the principal amount of that
Shared-Loss Loan that has not yet been charged-off but has been placed on nonaccrual status, all of which occurred at any time prior to or during the period in which the interest income referred to in subparagraph (II)(A) of the definition of
“Recoveries” was recognized, and the denominator of which is the total amount of principal indebtedness (including all such prior Failed Bank Charge-Offs/Write-Downs and Charge-Offs as described above) due from the Obligor on that
Shared-Loss Loan as of the end of such period; 
 from (2) the total amount of any such expenses paid during that Recovery
Quarter with respect to that Shared-Loss Loan. 
 “Recovery Quarter” has the meaning provided in
Section 2.1(a)(ii) of this Commercial Shared-Loss Agreement. 
 “Reimbursable Expenses” means,
for any Shared-Loss Quarter, the amount of actual, reasonable and necessary out-of-pocket expenses (other than Capitalized Expenditures), paid to third parties (other than Affiliates of the Assuming Bank) by or on behalf of the Assuming Bank, as
limited by Sections 3.2(c) and (d) of Article III of this Commercial Shared-Loss Agreement, to: 
 (i) recover amounts owed with respect to any Shared-Loss Asset as to which a Charge-Off has been effected prior to the end of the final Shared-Loss Quarter (provided that such amounts were incurred no earlier than the date the first
Charge-Off on such Shared-Loss Asset could have been reflected on the Accounting Records of the Assuming Bank) and recover amounts owed with respect to Failed Bank Charge-Offs/Write-Downs (including, in each case, all costs and expenses related to
an Environmental Assessment and any other costs or expenses related to any environmental conditions with respect to the Shared-Loss Assets (it being understood that any such remediation expenses for any such pollutant or contaminant are not
recoverable if in excess of $200,000 per Shared-Loss Asset, without the Assuming Bank having obtained the prior consent of the Receiver for such expenses); provided, that, so long as income with respect to a Shared-Loss Loan is being pro-rated
pursuant to the arithmetical formula in subsection (II) of the definition of “Recoveries”, the term “Reimbursable Expenses” shall not include that portion of any such expenses paid during such Shared-Loss Quarter to recover any
amounts owed on that Shared-Loss Loan that is derived by: 
 subtracting (1) the product derived by
multiplying: 
 (A) the total amount of any such expenses paid by or on behalf of the Assuming
Bank during such Shared-Loss Quarter with respect to that Shared-Loss Loan, by 







 (B) a fraction, the numerator of which is the aggregate
principal amount (excluding reversals or charge-offs of Accrued Interest) of all such Failed Bank Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming Bank with respect to that Shared-Loss Loan plus the principal amount of that
Shared-Loss Loan that has not yet been charged-off but has been placed on nonaccrual status, all of which occurred at any time prior to or during the period in which the interest income referred to in subparagraph (II)(A) of the definition of
“Recoveries” was recognized, and the denominator of which is the total amount of principal indebtedness (including all such prior Failed Bank Charge-Offs/Write-Downs and Charge-Offs as described above) due from the Obligor on that
Shared-Loss Loan as of the end of such period; 
 from (2) the total amount of any such expenses paid during
that Shared-Loss Quarter with respect to that Shared-Loss Loan; and 
 (ii) manage, operate or
maintain Other Real Estate, Additional ORE or Subsidiary ORE less the amount of any income received by the Assuming Bank during such Shared-Loss Quarter with respect to such Other Real Estate, Additional ORE or Subsidiary ORE (which resulting amount
under this clause (ii) may be negative). 
 “Review Board” has the meaning provided in
Section 2.1(f)(i) of this Commercial Shared-Loss Agreement. 
 “Shared-Loss Amount” has the
meaning provided in Section 2.1(b)(i) of this Commercial Shared-Loss Agreement. 
 “Shared-Loss Asset
Repurchase Price” means, with respect to any Shared-Loss Asset, the principal amount thereof plus any other fees or penalties due from an Obligor (including, subject to the limitations discussed below, the amount of any Accrued Interest) stated
on the Accounting Records of the Assuming Bank, as of the date as of which the Shared-Loss Asset Repurchase Price is being determined (regardless, in the case of a Shared-Loss Loan, of the Legal Balance thereof) plus all Reimbursable Expenses and
Recovery Expenses incurred up to and through the date of consummation of purchase of such Shared-Loss Asset; provided, that 
 (i) in the case of a Shared-Loss Loan there shall be excluded from such amount the amount of any Accrued Interest accrued on or with respect to such Shared-Loss Loan prior to the ninety (90)-day period
ending on the day prior to the purchase date determined pursuant to Sections 2.1(e)(i) or 2.1(e)(iii) of this Commercial Shared-Loss Agreement, except to the extent such Accrued Interest was included in the Book Value of such Shared-Loss Loan, and
(ii) any collections on a Shared-Loss Loan received by the Assuming Bank after the purchase date applicable to such Shared-Loss Loan shall be applied (without duplication) to reduce the Shared-Loss Asset Repurchase Price of such Shared-Loss
Loan on a dollar-for-dollar basis. For purposes of determining the amount of unpaid interest which accrued during a given period with respect to a variable-rate Shared-Loss Loan, all collections of interest shall be deemed to be applied to unpaid
interest in the chronological order in which such interest accrued. 
 “Shared-Loss Assets” means
Shared-Loss Loans, Other Real Estate purchased by the Assuming Bank, Additional ORE, Subsidiary ORE and Capitalized Expenditures, but does not include Shared Loss MTM Assets. 
 “Shared-Loss Loan Commitment” means: 
 (i) any Commitment to make a further extension of credit or to make a further advance with respect to an existing Shared-Loss Loan; and 







 (ii) any Shared-Loss Loan Commitment (described in
subparagraph (i) immediately preceding) with respect to which the Assuming Bank has made a Permitted Amendment. 
 “Shared-Loss Loan Commitment Advance” means an advance pursuant to a Shared-Loss Loan Commitment with respect to which the Assuming Bank has not made a Permitted Advance. 
 “Shared-Loss Loans” means: 
 (i) Loans purchased by the Assuming Bank pursuant to the Purchase and Assumption Agreement set forth on Exhibit 4.15(b) to the Purchase and Assumption Agreement, 
 (A) New Shared-Loss Loans purchased by the Assuming Bank pursuant to the Purchase and Assumption Agreement,
(C) Permitted Advances and (D) Shared-Loss Loan Commitment Advances, if any; provided, that Shared-Loss Loans shall not include Loans, New Shared-Loss Loans, Permitted Advances and Shared-Loss Loan Commitment Advances with respect to which
an Acquired Subsidiary, or a constituent Subsidiary thereof, is an Obligor; (E) Loans owned by any Subsidiary which are not Shared-Loss Loans under the Single Family Shared-Loss Agreement; and (F) Consumer Loans; and 
 (ii) any Shared-Loss Loans (described in subparagraph (i) immediately preceding) with respect to which
the Assuming Bank has made a Permitted Amendment. 
 “Shared-Loss MTM Assets” means those securities
and other assets listed on Exhibit 4.15(C). 
 “Shared-Loss Payment Trigger” means when the sum of the
Cumulative Loss Amount under the Single Family Shared-Loss Agreement and the cumulative Net Charge-Offs under this Commercial Shared-Loss Agreement, exceeds the First Loss Tranche. If the First Loss Tranche is zero or a negative number, the
Shared-Loss Payment Trigger shall be deemed to have been reached upon Bank Closing. 
 “Shared-Loss
Quarter” has the meaning provided in Section 2.1(a)(i) of this Commercial Shared-Loss Agreement. 
 “Stated Threshold” means total losses under the shared loss agreements in the amount of $385,000,000.00. 
 “Subsidiary ORE” means all assets owned by ORE Subsidiaries that would constitute Additional ORE if such assets were on the books of the Assuming Bank. 
 “Termination Date” means the eighth (8th) anniversary of the Commencement Date. 
 “Third Party Servicer” means any servicer appointed from time to time by the Assuming Bank or any Affiliate of the
Assuming Bank to service the Shared-Loss Assets on behalf of the Assuming bank, the identity of which shall be given to the Receiver prior to or concurrent with the appointment thereof. 







 ARTICLE II 
 SHARED-LOSS ARRANGEMENT 
 Section 2.1 Shared-Loss
Arrangement. 
 (a) Quarterly Certificates. (i) Not later than thirty (30) days after the end of each
Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss
Quarter”), the Assuming Bank shall deliver to the Receiver a certificate, signed by the Assuming Bank’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a
“Quarterly Certificate”): 
 (A) the amount of Charge-Offs, the amount of Recoveries
and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to
Bank Closing); and 
 (B) the aggregate amount of Reimbursable Expenses (which amount may be
negative) during such Shared-Loss Quarter; and 
 (C) net realized loss on the Shared Loss MTM
Assets determined pursuant to FAS 115, expressed as a positive number (MTM Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM Net Realized Gain); and 
 (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115,
expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized mark-to-market changes by reason of the application of fair value
accounting do not qualify for loss sharing payments). 
 (ii) Not later than thirty
(30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters
being referred to herein as a “Recovery Quarter”), the Assuming Bank shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify 
 (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly
Certificate for the first Recovery Quarter only, the Assuming Bank may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during
the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial
Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and 
 (B) net realized gain on the Shared Loss MTM Assets. 







 (b) Payments With Respect to Shared-Loss Assets. 
 (i) For purposes of this Section 2.1(b), the Assuming Bank shall initially record the Shared-Loss Assets
on its Accounting Records at Book Value, and initially record the Shared Loss MTM Assets on its Accounting Records at Fair Value, and adjust such amounts as such values may change after the Bank Closing. If the amount of all Net Charge-Offs during
any Shared-Loss Quarter plus Reimbursable Expenses, plus MTM Net Realized Gain or MTM Net Realized Loss, plus OTTI Loss during such Shared-Loss Quarter (the “Shared-Loss Amount”) is positive, then, except as provided in Sections 2.1(c) and
(e) below, and subject to the provisions of Section 2.1(b)(vi) below, not later than fifteen (15) days after the date on which the Receiver receives the Quarterly Certificate with respect to such Shared-Loss Quarter, the Receiver
shall pay to the Assuming Bank an amount equal to eighty percent (80%) of the Shared-Loss Amount for such Shared-Loss Quarter. If the Shared-Loss Amount during any Shared-Loss Quarter is negative, the Assuming Bank shall pay to the Receiver an
amount equal to eighty percent (80%) of the Shared-Loss Amount for such Shared-Loss Quarter, which payment shall be delivered to the Receiver together with the Quarterly Certificate for such Shared-Loss Quarter. When the cumulative Shared-Loss
Amounts for all Shared-Loss Quarters plus the Cumulative Loss Amount under the Single Family Shared-Loss Agreement equals or exceeds the Stated Threshold, the Receiver shall pay to the Assuming Bank an amount equal to ninety-five percent ((95%) of
the Shared-Loss Amount for each Shared-Loss Quarter, until such time as the cumulative Shared-Loss Amount for all Shared-Loss Quarters is less than the Stated Threshold, when the percentage shall revert back to eighty percent (80%). 
 (ii) If the amount of gross Recoveries during any Recovery Quarter less Recovery Expenses during such
Recovery Quarter plus net realized gains or reversals of OTTI Loss on Shared Loss MTM Assets (the “Recovery Amount”) is positive, then, simultaneously with its delivery of the Quarterly Certificate with respect to such Recovery Quarter,
the Assuming Bank shall pay to the Receiver an amount equal to eighty percent (80%) of the Recovery Amount for such Recovery Quarter. If the Recovery Amount is negative, then such negative amount shall be subtracted from the amount of gross
Recoveries during the next succeeding Recovery Quarter in determining the Recovery Amount in such next succeeding Recovery Quarter; provided, that this Section 2.1(b)(ii) shall operate successively in the event that the Recovery Amount (after
giving effect to this Section 2.1(b)(ii)) in such next succeeding Recovery Quarter is negative. The Assuming Bank shall specify, in the Quarterly Certificate for the final Recovery Quarter, the aggregate amount for all Recovery Quarters only,
as of the end of, and including, the final Recovery Quarter of (A) Recoveries plus net realized gains or reversals of OTTI Loss on Shared Loss MTM Assets (“Aggregate Recovery Period Recoveries”), (B) Recovery Expenses
(“Aggregate Recovery Expenses”), and (C) only those Recovery Expenses that have been actually “offset” against Aggregate Recovery Period Recoveries (including those so “offset” in that final Recovery Quarter)
(“Aggregate Offset Recovery Expenses”); as used in this sentence, the term “offset” means the amount that has been applied to reduce gross Recoveries in any Recovery Quarter pursuant to the methodology set forth in this
Section 2.1(b)(ii). If, at the end of the final Recovery Quarter the amount of Aggregate Recovery Expenses exceeds the amount of Aggregate Recovery Period Recoveries, the Receiver shall have no obligation to pay to the Assuming Bank all or any
portion of such excess. Subsequent to the Assuming Bank’s calculation of the Recovery Amount (if any) for the final Recovery Quarter, the Assuming Bank shall also show on the Quarterly Certificate for the final Recovery Quarter the results of
the following three mathematical calculations: (i) Aggregate Recovery Period Recoveries minus Aggregate Offset Recovery Expenses; (ii) Aggregate Recovery Expenses minus Aggregate Offset Recovery Expenses; and (iii) the lesser of the
two amounts calculated in (i) and (ii) immediately above (“Additional Recovery Expenses”) multiplied by 80% (the amount so calculated in (iii) being defined as the “Additional Recovery Expense Amount”). If the
Additional Recovery Expense Amount is greater than zero, then the Assuming Bank may request in the Quarterly Certificate for the final Recovery Quarter that the Receiver reimburse the Assuming Bank the amount of the Additional Recovery Expense
Amount and the Receiver shall pay to the Assuming Bank the Additional Recovery Expense Amount within fifteen (15) days after the date on which the Receiver receives that Quarterly Certificate. On the Quarterly Certificate for the final Recovery
Quarter only, the Assuming Bank may include, in addition to any Recovery Expenses for that Recovery Quarter that were paid by or on behalf of the Assuming Bank in that Recovery Quarter, those Recovery Expenses that: (a) were incurred prior to
or during the final Recovery Quarter, and (b) had not been included in any Quarterly Certificate for any Recovery Quarter because they had not been actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this
Commercial Shared-Loss Agreement) during any Recovery Quarter, and (c) were actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) prior to the date the Assuming Bank is
required to deliver that final Quarterly Certificate to the Receiver under the terms of Section 2.1(a)(ii). 







 (iii) With respect to each Shared-Loss Quarter and Recovery
Quarter, collections by or on behalf of the Assuming Bank on any charge-off effected by the Failed Bank prior to Bank Closing on an Asset other than a Shared-Loss Asset or Shared-Loss MTM Assets shall be reported as Recoveries under this
Section 2.1 only to the extent such collections exceed the Book Value of such Asset, if any. For any Shared-Loss Quarter or Recovery Quarter in which collections by or on behalf of the Assuming Bank on such Asset are applied to both Book Value
and to a charge-off effected by the Failed Bank prior to Bank Closing, the amount of expenditures incurred by or on behalf of the Assuming Bank attributable to the collection of any such Asset, that shall be considered a Reimbursable Expense or a
Recovery Expense under this Section 2.1 will be limited to a proportion of such expenditures which is equal to the proportion derived by dividing (A) the amount of collections on such Asset applied to a charge-off effected by the Failed
Bank prior to Bank Closing, by (B) the total collections on such Assets. 
 (iv) If the
Assuming Bank has duly specified an amount of Reimbursable Expenses on the Quarterly Certificate for the first Recovery Quarter as described above in the last sentence of Section 2.1(a)(ii), then, not later than fifteen (15) days after the
date on which the Receiver receives that Quarterly Certificate, the Receiver shall pay to the Assuming Bank an amount equal to eighty percent (80%) (or, if the Cumulative Loss Amount under the Single Family Shared-Loss Agreement plus the
cumulative Shared-Loss Amount for all Shared-Loss Quarters equals or exceeds the Stated Threshold, ninety-five percent (95%)) of the amount of such Reimbursable Expenses. 
 (v) If the First Loss Tranche as determined under the Purchase and Assumption Agreement is a positive number,
Receiver has no obligation to make payment for any Shared Loss Quarters until the Shared-Loss Payment Trigger is satisfied. 
 (vi) Payments from the Receiver with respect to this Commercial Shared-Loss Agreement are administrative expenses of the Receiver. To the extent the Receiver needs funds for shared-loss payments respect
to this Commercial Shared-Loss Agreement, the Receiver shall request funds under the Master Loan and Security Agreement, as amended (“MLSA”), from FDIC in its corporate capacity. The Receiver will not agree to any amendment of the MLSA
that would prevent the Receiver from drawing on the MLSA to fund shared-loss payments. 
 (c) Limitation on
Shared-Loss Payment. The Receiver shall not be required to make any payments pursuant to this Section 2.1 with respect to any Charge-Off of a Shared-Loss Asset that the Receiver or the Corporation determines, based upon the Examination
Criteria, should not have been effected by the Assuming Bank; provided, (x) the Receiver must provide notice to the Assuming Bank detailing the grounds for not making such payment, (y) the Receiver must provide the Assuming Bank with a
reasonable opportunity to cure any such deficiency and (z) (1) to the extent curable, if cured, the Receiver shall make payment with respect to any properly effected Charge-Off and (2) to the extent not curable, the Receiver shall
make a payment as to all Charge-Offs (or portion of Charge-Offs) that were effected which would have been payable as a Charge-Off if the Assuming Bank had properly effected such Charge-Off. In the event that the Receiver does not make any payments
with respect to any Charge-Off of a Shared-Loss Asset pursuant to this Section 2.1 or determines that a payment was improperly made, the Assuming Bank and the Receiver shall, upon final resolution, make such accounting adjustments and payments
as may be necessary to give retroactive effect to such corrections. 







 (d) Sale of, or Additional Advances or Amendments with Respect to,
Shared-Loss Loans and Administration of Related Loans. No Shared-Loss Loan shall be treated as a Shared-Loss Asset pursuant to this Section 2.1 (i) if the Assuming Bank sells or otherwise transfers such Shared-Loss Loan or any interest
therein (whether with or without recourse) to any Person, (ii) after the Assuming Bank makes any additional advance, commitment or increase in the amount of a commitment with respect to such Shared-Loss Loan that does not constitute a Permitted
Advance or a Shared-Loss Loan Commitment Advance, (iii) after the Assuming Bank makes any amendment, modification, renewal or extension to such Shared-Loss Loan that does not constitute a Permitted Amendment, or (iv) after the Assuming
Bank has managed, administered or collected any “Related Loan” (as such term is defined in Section 3.4 of Article III of this Commercial Shared-Loss Agreement) in any manner which would have the effect of increasing the amount of any
collections with respect to the Related Loan to the detriment of such Shared-Loss Asset to which such loan is related; provided, that any such Shared-Loss Loan that has been the subject of Charge-Offs prior to the taking of any action described in
clause (i), (ii), (iii) or (iv) of this Section 2.1(d) by the Assuming Bank shall be treated as a Shared-Loss Asset pursuant to this Section 2.1 solely for the purpose of treatment of Recoveries on such Charge-Offs until such
time as the amount of Recoveries with respect to such Shared-Loss Asset equals such Charge-Offs. 
 (e) Option
to Purchase. 
 (i) In the event that the Assuming Bank determines that there is a substantial
likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $500,000 or more on the Accounting Records of the Assuming Bank will result
in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or
Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Bank, the Assuming Bank shall (i) promptly so notify the Receiver and
(ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Bank determines that there is a substantial likelihood that the previously mentioned
situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the
Assuming Bank, the Assuming Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the
Assuming Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the
Assuming Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to
the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure. 
 (ii) During the period prior to the Termination Date, the Assuming Bank shall notify the Receiver within
fifteen (15) days after any of the following becomes fully or partially charged-off: 
 (A)
a Shared-Loss Loan having a Legal Balance (or, in the case of more than one (1) Shared-Loss Loan made to the same Obligor, a combined Legal Balance) of $500,000 or more in circumstances in which the legal claim against the relevant Obligor
survives; or 







 (B) a Shared-Loss Loan to a director, an “executive
officer” as defined in 12 C.F.R. 215.2(d), a “principal shareholder” as defined in 12 C.F.R. 215.2(l), or an Affiliate of the Assuming Bank. 
 (iii) If the Receiver determines in its discretion that the Assuming Bank is not diligently pursuing collection efforts with respect to any Shared-Loss Asset which has been fully or
partially charged-off or written-down (including any Shared-Loss Asset which is identified or required to be identified in a notice pursuant to Section 2.1(e)(ii)) or any Asset for which there exists a Failed Bank Charge-Off/Write-Down, the
Receiver may at its option, exercisable at any time on or prior to the Termination Date, require the Assuming Bank to assign, transfer and convey such Shared-Loss Asset or Asset to and for the sole benefit of the Receiver for a price equal to the
Shared-Loss Asset Repurchase Price thereof less the Related Liability Amount with respect to any Related Liabilities related to such Shared-Loss Asset or Asset. 
 (iv) Not later than ten (10) days after the date upon which the Assuming Bank receives notice of the Receiver’s intention to purchase or require the assignment of any
Shared-Loss Asset or Asset pursuant to Section 2.1(e)(i) or (iii), the Assuming Bank shall transfer to the Receiver such Shared-Loss Asset or Asset and any Credit Files relating thereto and shall take all such other actions as may be necessary
and appropriate to adequately effect the transfer of such Shared-Loss Asset or Asset from the Assuming Bank to the Receiver. Not later than fifteen (15) days after the date upon which the Receiver receives such Shared-Loss Asset or Asset and
any Credit Files relating thereto, the Receiver shall pay to the Assuming Bank an amount equal to the Shared-Loss Asset Repurchase Price of such Shared-Loss Asset or Asset less the Related Liability Amount. 
 (v) The Receiver shall assume all Related Liabilities with respect to any Shared-Loss Asset or Asset set
forth in the notice described in Section 2.1(e)(iv). 
 (f) Dispute Resolution. 
 (i) (A) Any dispute as to whether a Charge-Off of a Shared-Loss Asset was made in accordance with Examination
Criteria shall be resolved by the Assuming Bank’s Chartering Authority. (B) With respect to any other dispute arising under the terms of this Commercial Shared-Loss Agreement which the parties hereto cannot resolve after having negotiated
such matter, in good faith, for a thirty (30) day period, other than a dispute the Corporation is not permitted to submit to arbitration under the Administrative Dispute Resolution Act of 1996 (“ADRA”), as amended, such other dispute
shall be resolved by determination of a review board (a “Review Board”) established pursuant to Section 2.1(f). Any Review Board under this Section 2.1(f) shall follow the provisions of the Federal Arbitration Act and shall
follow the provisions of the ADRA. (C) Any determination by the Assuming Bank’s Chartering Authority or by a Review Board shall be conclusive and binding on the parties hereto and not subject to further dispute, and judgment may be entered
on said determination in accordance with applicable arbitration law in any court having jurisdiction thereof. 
 (ii) A Review Board shall consist of three (3) members, each of whom shall have such expertise as the Corporation and the Assuming Bank agree is relevant. As appropriate, the Receiver or the
Corporation (the “FDIC Party”) will select one member, one member will be selected by the Assuming Bank and the third member (the “Neutral Member”) will be selected by the other two members. The member of the Review Board
selected by a party may be removed at any time by such party upon two (2) days’ written notice to the other party of the selection of a replacement member. The Neutral Member may be removed by unanimous action of the members appointed by
the FDIC Party and the Assuming Bank after two (2) days’ prior written notice to the FDIC Party and the Assuming Bank of the selection of a replacement Neutral Member. In addition, if a Neutral Member fails for any reason to serve or
continue to serve on the Review Board, the other remaining members shall so notify the parties to the dispute and the Neutral Member in writing that such Neutral Member will be replaced, and the Neutral Member shall thereafter be replaced by the
unanimous action of the other remaining members within twenty (20) business days of that notification. 







 (iii) No dispute may be submitted to a Review Board by any
of the parties to this Commercial Shared-Loss Agreement unless such party has provided to the other party a written notice of dispute (“Notice of Dispute”). During the forty-five (45)-day period following the providing of a Notice of
Dispute, the parties to the dispute will make every effort in good faith to resolve the dispute by mutual agreement. As part of these good faith efforts, the parties should consider the use of less formal dispute resolution techniques, as judged
appropriate by each party in its sole discretion. Such techniques may include, but are not limited to, mediation, settlement conference, and early neutral evaluation. If the parties have not agreed to a resolution of the dispute by the end of such
forty-five (45)-day period, then, subject to the discretion of the Corporation and the written consent of the Assuming Bank as set forth in Section 2.1(f)(i)(B) above, on the first day following the end of such period, the FDIC Party and the
Assuming Bank shall notify each other of its selection of its member of the Review Board and such members shall be instructed to promptly select the Neutral Member of the Review Board. If the members appointed by the FDIC Party and the Assuming Bank
are unable to promptly agree upon the initial selection of the Neutral Member, or a timely replacement Neutral Member as set forth in Section 2.1(f)(ii) above, the two appointed members shall apply to the American Arbitration Association
(“AAA”), and such Neutral Member shall be appointed in accordance with the Commercial Arbitration Rules of the AAA. 
 (iv) The resolution of a dispute pursuant to this Section 2.1(f) shall be governed by the Commercial Arbitration Rules of the AAA to the extent that such rules are not inconsistent with this
Section 2.1(f). The Review Board may modify the procedures set forth in such rules from time to time with the prior approval of the FDIC Party and the Assuming Bank. 
 (v) Within fifteen (15) days after the last to occur of the final written submissions of both parties,
the presentation of witnesses, if any, and oral presentations, if any, the Review Board shall adopt the position of one of the parties and shall present to the parties a written award regarding the dispute. The determination of any two
(2) members of a Review Board will constitute the determination of such Review Board. 
 (vi) The FDIC Party and the Assuming Bank will each pay the fees and expenses of the member of the Review Board selected by it. The FDIC Party and Assuming Bank will share equally the fees and expenses of the Neutral Member. No such fees or
expenses incurred by or on behalf of the Assuming Bank shall be subject to reimbursement by the FDIC Party under this Commercial Shared-Loss Agreement or otherwise. 
 (vii) Each party will bear all costs and expenses incurred by it in connection with the submission of any
dispute to a Review Board. No such costs or expenses incurred by or on behalf of the Assuming Bank shall be subject to reimbursement by the FDIC Party under this Commercial Shared-Loss Agreement or otherwise. The Review Board shall have no authority
to award costs or expenses incurred by either party to these proceedings. 
 (viii) Any dispute
resolution proceeding held pursuant to this Section 2.1(f) shall not be public. In addition, each party and each member of any Review Board shall strictly maintain the confidentiality of all issues, disputes, arguments, positions and
interpretations of any such proceeding, as well as all information, attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, statements, schedules and other similar items associated therewith, except as the
parties agree in writing or such disclosure is required pursuant to law, rule or regulation. Pursuant to ADRA, dispute resolution communications may not be disclosed either by the parties or by any member of the Review board unless: 
 (1) all parties to the dispute resolution proceeding agree in writing; 







 (2) the communication has already been made public;

 (3) the communication is required by statute, rule or regulation to be made public; or

 (4) a court determines that such testimony or disclosure is necessary to prevent a manifest
injustice, help establish a violation of the law or prevent harm to the public health or safety, or of sufficient magnitude in the particular case to outweigh the integrity of dispute resolution proceedings in general by reducing the confidence of
parties in future cases that their communications will remain confidential. 
 (ix) Any dispute
resolution proceeding pursuant to this Section 2.1(f) (whether as a matter of good faith negotiations, by resort to a Review Board, or otherwise) is a compromise negotiation for purposes of the Federal Rules of Evidence and state rules of
evidence. The parties agree that all proceedings, including any statement made or document prepared by any party, attorney or other participants are privileged and shall not be disclosed in any subsequent proceeding or document or construed for any
purpose as an admission against interest. Any document submitted and any statements made during any dispute resolution proceeding are for settlement purposes only. The parties further agree not to subpoena any of the members of the Review Board or
any documents submitted to the Review Board. In no event will the Neutral Member voluntarily testify on behalf of any party. 
 (x) No decision, interpretation, determination, analysis, statement, award or other pronouncement of any Review Board shall constitute precedent as regards any subsequent proceeding (whether or not such
proceeding involves dispute resolution under this Commercial Shared-Loss Agreement) nor shall any Review Board be bound to follow any decision, interpretation, determination, analysis, statement, award or other pronouncement rendered by any previous
Review Board or any other previous dispute resolution panel which may have convened in connection with a transaction involving other failed financial institutions or Federal assistance transactions. 
 (xi) The parties may extend any period of time in this Section 2.1(f) by mutual agreement.
Notwithstanding anything above to the contrary, no dispute shall be submitted to a Review Board until each member of the Review Board, and any substitute member, if applicable, agrees to be bound by the provisions of this Section 2.1(f) as
applicable to members of a Review Board. Prior to the commencement of the Review Board proceedings, or, in the case of a substitute Neutral Member, prior to the re-commencement of such proceedings subsequent to that substitution, the Neutral Member
shall provide a written oath of impartiality. 
 (xii) For the avoidance of doubt, and
notwithstanding anything herein to the contrary, in the event any notice of dispute is provided to a party under this Section 2.1(g) prior to the Termination Date, the terms of this Commercial Shared-Loss Agreement shall remain in effect with
respect to any such items set forth in such notice until such time as any such dispute with respect to such item is finally resolved. 







 (g) Payment in the Event Losses Fail to Reach Expected Level. On the date
that is 45 days following the last day (such day, the “True-Up Measurement Date”) of the calendar month in which the tenth anniversary of the calendar day following the Bank Closing occurs, the Assuming Bank shall pay to the Receiver fifty
percent (50%) of the excess, if any, of 
 (i) twenty percent (20%) of the Stated
Threshold less (ii) the sum of (A) twenty-five percent (25%) of the asset premium (discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount. The
Assuming Bank shall deliver to the Receiver not later than 30 days following the True-Up Measurement Date, a schedule, signed by an officer of the Assuming Bank, setting forth in reasonable detail the calculation of the Cumulative Shared-Loss
Payments and the Cumulative Servicing Amount. 
 Section 2.2 Administration of Shared-Loss Assets. The
Assuming Bank shall at all times prior to the Termination Date comply with the Rules Regarding the Administration of Shared-Loss Assets as set forth in Article III of this Commercial Shared-Loss Agreement. 
 Section 2.3 Auditor Report; Right to Audit. 
 (a) Within ninety (90) days after the end of each fiscal year from and including the fiscal year during which Bank Closing falls to and including the calendar year during which
the Termination Date falls, the Assuming Bank shall deliver to the Corporation and to the Receiver a report signed by its independent public accountants stating that they have reviewed the terms of this Commercial Shared-Loss Agreement and that, in
the course of their annual audit of the Assuming Bank’s books and records, nothing has come to their attention suggesting that any computations required to be made by the Assuming Bank during such year by this Article II were not made by the
Assuming Bank in accordance herewith. In the event that the Assuming Bank cannot comply with the preceding sentence, it shall promptly submit to the Receiver corrected computations together with a report signed by its independent public accountants
stating that, after giving effect to such corrected computations, nothing has come to their attention suggesting that any computations required to be made by the Assuming Bank during such year by this Article II were not made by the Assuming Bank in
accordance herewith. In such event, the Assuming Bank and the Receiver shall make all such accounting adjustments and payments as may be necessary to give effect to each correction reflected in such corrected computations, retroactive to the date on
which the corresponding incorrect computation was made. It is the intention of this provision to align the timing of the audit required under this Commercial Shared-Loss Agreement with the examination audit required pursuant to 12 CFR
Section 363. 
 (b) The Assuming Bank shall perform on an annual basis an internal audit of its compliance
with the provisions of this Article II and shall provide the Receiver and the Corporation with copies of the internal audit reports and access to internal audit work papers related to such internal audit. 
 (c) The Receiver or the Corporation may perform an audit to determine the Assuming Bank’s compliance with the
provisions of this Commercial Shared-Loss Agreement, including this Article II, at any time by providing not less than ten (10) Business Days prior written notice. The scope and duration of any such audit shall be within the discretion of the
Receiver or the Corporation, as the case may be, but shall in no event be administered in a manner that unreasonably interferes with the operation of the Assuming Bank’s business. The Receiver or the Corporation, as the case may be, shall bear
the expense of any such audit. In the event that any corrections are necessary as a result of such an audit, the Assuming Bank and the Receiver shall make such accounting adjustments and payments as may be necessary to give retroactive effect to
such corrections. 







 Section 2.4 Withholdings. Notwithstanding any other provision in this
Article II, the Receiver, upon the direction of the Director (or designee) of the Corporation’s Division of Resolutions and Receiverships, may withhold payment for any amounts included in a Quarterly Certificate delivered pursuant to
Section 2.1, if, in its judgment, there is a reasonable basis under the terms of this Commercial Shared-Loss Agreement for denying the eligibility of an item for which reimbursement or payment is sought under such Section. In such event, the
Receiver shall provide a written notice to the Assuming Bank detailing the grounds for withholding such payment. At such time as the Assuming Bank demonstrates to the satisfaction of the Receiver that the grounds for such withholding of payment, or
portion of payment, no longer exist or have been cured, then the Receiver shall pay the Assuming Bank the amount withheld which the Receiver determines is eligible for payment, within fifteen (15) Business Days. In the event the Receiver or the
Assuming Bank elects to submit the issue of the eligibility of the item for reimbursement or payment for determination under the dispute resolution procedures of Section 2.1(f), then (i) if the dispute is settled by the mutual agreement of
the parties in accordance with Section 2.1(f)(iii), the Receiver shall pay the amount withheld (to the extent so agreed) within fifteen (15) Business Days from the date upon which the dispute is determined by the parties to be resolved by
mutual agreement, and (ii) if the dispute is resolved by the determination of a Review Board, the Receiver shall pay the amount withheld (to the extent so determined) within fifteen (15) Business Days from the date upon which the Receiver
is notified of the determination by the Review Board of its obligation to make such payment. Any payment by the Receiver pursuant to this Section 2.4 shall be made together with interest on the amount thereof from the date the payment was
agreed or determined otherwise to be due, at the interest rate per annum determined by the Receiver to be equal to the coupon equivalent of the three (3)-month 
 U.S. Treasury Bill Rate in effect as of the first Business Day of each Calendar Quarter during which such interest accrues as reported in the Federal Reserve Board’s Statistical
Release for Selected Interest Rates H.15 opposite the caption “Auction Average - 3-Month” or, if not so reported for such day, for the next preceding Business Day for which such rate was so reported. 
 Section 2.5 Books and Records. The Assuming Bank shall at all times during the term of this Commercial Shared-Loss
Agreement keep books and records which fairly present all dealings and transactions carried out in connection with its business and affairs. Except as otherwise provided for in the Purchase and Assumption Agreement or this Commercial Shared-Loss
Agreement, all financial books and records shall be kept in accordance with generally accepted accounting principles, consistently applied for the periods involved and in a manner such that information necessary to determine compliance with any
requirement of the Purchase and Assumption Agreement or this Commercial Shared-Loss Agreement will be readily obtainable, and in a manner such that the purposes of the Purchase and Assumption Agreement or this Commercial Shared-Loss Agreement may be
effectively accomplished. Without the prior written approval of the Corporation, the Assuming Bank shall not make any change in its accounting principles adversely affecting the value of the Shared-Loss Assets except as required by a change in
generally accepted accounting principles. The Assuming Bank shall notify the Corporation of any change in its accounting principles affecting the Shared-Loss Assets which it believes are required by a change in generally accepted accounting
principles. 
 Section 2.6 Information. The Assuming Bank shall promptly provide to the Corporation such
other information, including financial statements and computations, relating to the performance of the provisions of the Purchase and Assumption Agreement or otherwise relating to its business and affairs or this Commercial Shared-Loss Agreement, as
the Corporation or the Receiver may request from time to time. 
 Section 2.7 Tax Ruling. The Assuming Bank
shall not at any time, without the Corporation’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with
any payments made by the Corporation pursuant to the Purchase and Assumption Agreement or this Commercial Shared-Loss Agreement. 







 ARTICLE III 
 RULES REGARDING THE ADMINISTRATION OF SHARED-LOSS ASSETS AND SHARED-LOSS 
 MTM
ASSETS 
 Section 3.1 Agreement with Respect to Administration. The Assuming Bank shall (and shall cause
any of its Affiliates to which the Assuming Bank transfers any Shared-Loss Assets or Shared-Loss MTM Assets) to, or a Third Party Servicer to, manage, administer, and collect the Shared-Loss Assets and Shared-Loss MTM Assets while owned by the
Assuming Bank or any Affiliate thereof during the term of this Commercial Shared-Loss Agreement in accordance with the rules set forth in this Article III (“Rules”). The Assuming Bank shall be responsible to the Receiver and the
Corporation in the performance of its duties hereunder and shall provide to the Receiver and the Corporation such reports as the Receiver or the Corporation reasonably deems advisable, including but not limited to the reports required by
Section 3.3 hereof, and shall permit the Receiver and the Corporation at all times to monitor the Assuming Bank’s performance of its duties hereunder. 
 Section 3.2 Duties of the Assuming Bank with Respect to Shared-Loss Assets. 
 (a) In performance of its duties under these Rules, the Assuming Bank shall: 
 (i) manage, administer, collect and effect Charge-Offs and Recoveries with respect to each Shared-Loss Asset in a manner consistent with (A) usual and prudent business and banking practices;
(B) the Assuming Bank’s (or, in the case a Third Party Servicer is engaged, the Third Party Servicer’s) practices and procedures including, without limitation, the then-effective written internal credit policy guidelines of the
Assuming Bank, with respect to the management, administration and collection of and taking of charge-offs and write-downs with respect to loans, other real estate and repossessed collateral that do not constitute Shared Loss Assets; 
 (ii) exercise its best business judgment in managing, administering, collecting and effecting Charge-Offs
with respect to Shared-Loss Assets; 
 (iii) use its best efforts to maximize collections with
respect to Shared-Loss Assets and, if applicable for a particular Shared-Loss Asset, without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Shared-Loss Assets; 
 (iv) adopt and implement accounting, reporting, record-keeping and similar systems with respect to the
Shared-Loss Assets, as provided in Section 3.4 hereof; 
 (v) retain sufficient staff to
perform its duties hereunder; and 
 (vi) provide written notification in accordance with Article
IV of this Commercial Shared-Loss Agreement immediately after the execution of any contract pursuant to which any third party (other than an Affiliate of the Assuming Bank) will manage, administer or collect any of the Shared-Loss Assets, together
with a copy of that contract. 
 (b) Any transaction with or between any Affiliate of the Assuming Bank with
respect to any Shared-Loss Asset including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Shared-Loss Assets, or any other action involving
self-dealing, shall be subject to the prior written approval of the Receiver or the Corporation. 







 (c) The following categories of expenses shall not be deemed to be
Reimbursable Expenses or Recovery Expenses: 
 (i) Federal, State, or local income taxes and
expenses related thereto; 
 (ii) salaries or other compensation and related benefits of Assuming
Bank employees and the employees of its Affiliates including, without limitation, any bonus, commission or severance arrangements, training, payroll taxes, dues, or travel- or relocation-related expenses,; 
 (iii) the cost of space occupied by the Assuming Bank, any Affiliate thereof and their staff, the rental of
and maintenance of furniture and equipment, and expenses for data processing including the purchase or enhancement of data processing systems; 
 (iv) except as otherwise provided herein, fees for accounting and other independent professional consultants (other than consultants retained to assess the presence, storage or
release of any hazardous or toxic substance, or any pollutant or contaminant with respect to the collateral securing a Shared-Loss Loan that has been fully or partially charged-off); provided, that for purposes of this Section 3.2(c)(iv), fees
of attorneys and appraisers engaged as necessary to assist in collections with respect to Shared-Loss Assets shall not be deemed to be fees of other independent consultants; 
 (v) allocated portions of any other overhead or general and administrative expense other than any fees
relating to specific assets, such as appraisal fees or environmental audit fees, for services of a type the Assuming Bank does not normally perform internally; 
 (vi) any expense not incurred in good faith and with the same degree of care that the Assuming Bank normally would exercise in the collection of troubled assets in which it alone had
an interest; and 
 (vii) any expense incurred for a product, service or activity that is of an
extravagant nature or design. 
 (d) Subject to Section 3.7, the Assuming Bank shall not contract with
third parties to provide services the cost of which would be a Reimbursable Expense or Recovery Expense if the Assuming Bank would have provided such services itself if the relevant Shared-Loss Assets were not subject to the loss-sharing provisions
of Section 2.1 of this Commercial Shared-Loss Agreement. 
 Section 3.3 Duties of the Assuming Bank
with Respect to Shared-Loss MTM Assets. 
 (a) In performance of its duties under these Rules, the Assuming Bank
shall: 
 (i) manage, administer, collect and each Shared-Loss MTM Asset in a manner consistent
with (A) usual and prudent business and banking practices; (B) the Assuming Bank’s practices and procedures including, without limitation, the then-effective written internal credit policy guidelines of the Assuming Bank, with respect
to the management, administration and collection of similar assets that are not Shared-Loss MTM Assets; 
 (ii) exercise its best business judgment in managing, administering, collecting and effecting Charge-Offs with respect to Shared-Loss MTM Assets; 
 (iii) use its best efforts to maximize collections with respect to Shared-Loss MTM Assets and, if applicable for a particular Shared-Loss MTM Asset, without regard to the effect of
maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Shared-Loss MTM Assets, provided that, any sale of a Shared-Loss MTM Asset shall only be made with the prior approval of the Receiver or the
Corporation; 







 (iv) adopt and implement accounting, reporting,
record-keeping and similar systems with respect to the Shared-Loss MTM Assets, as provided in Section 3.4 hereof; 
 (v) retain sufficient staff to perform its duties hereunder; and 
 (vi) provide written notification in accordance with Article IV of this Commercial Shared-Loss Agreement immediately after the execution of any contract pursuant to which any third party (other than an
Affiliate of the Assuming Bank) will manage, administer or collect any of the Shared-Loss MTM Assets, together with a copy of that contract. 
 (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Shared-Loss MTM Asset including, without limitation, the execution of any contract pursuant to which any
Affiliate of the Assuming Bank will manage, administer or collect any of the Shared-Loss Assets, or any other action involving self-dealing, shall be subject to the prior written approval of the Receiver or the Corporation. 
 (c) The Assuming Bank shall not contract with third parties to provide services the cost of which would be a Reimbursable
Expense or Recovery Expense if the Assuming Bank would have provided such services itself if the relevant Shared-Loss Assets were not subject to the loss-sharing provisions of Section 2.1 of this Commercial Shared-Loss Agreement. 
 Section 3.4 Records and Reports. The Assuming Bank shall establish and maintain records on a separate general ledger,
and on such subsidiary ledgers as may be appropriate to account for the Shared-Loss Assets and the Shared-Loss MTM Assets, in such form and detail as the Receiver or the Corporation may require, to enable the Assuming Bank to prepare and deliver to
the Receiver or the Corporation such reports as the Receiver or the Corporation may from time to time request regarding the Shared-Loss Assets, the Shared-Loss MTM Assets and the Quarterly Certificates required by Section 2.1 of this Commercial
Shared-Loss Agreement. 
 Section 3.5 Related Loans. 
 (a) The Assuming Bank shall not manage, administer or collect any “Related Loan” in any manner which would have
the effect of increasing the amount of any collections with respect to the Related Loan to the detriment of the Shared-Loss Asset to which such loan is related. A “Related Loan” means any loan or extension of credit held by the Assuming
Bank at any time on or prior to the end of the final Recovery Quarter that is: (i) made to the same Obligor with respect to a Loan that is a Shared-Loss Asset or with respect to a Loan from which Other Real Estate, Additional ORE or Subsidiary
ORE derived, or (ii) attributable to the same primary Obligor with respect to any Loan described in clause (i) under the rules of the Assuming Bank’s Chartering Authority concerning the legal lending limits of financial institutions
organized under its jurisdiction as in effect on the Commencement Date, as applied to the Assuming Bank. 
 (b)
The Assuming Bank shall prepare and deliver to the Receiver with the Quarterly Certificates for the Calendar Quarters ending June 30 and December 31 for all Shared-Loss Quarters and Recovery Quarters, a schedule of all Related Loans which
are commercial loans or commercial real estate loans with Legal Balances of $500,000 or more on the Accounting Records of the Assuming Bank as of the end of each such semi-annual period, and all other commercial loans or commercial real estate loans
attributable to the same Obligor on such loans of $500,000 or more. 







 Section 3.6 Legal Action; Utilization of Special Receivership Powers.
The Assuming Bank shall notify the Receiver in writing (such notice to be given in accordance with Article IV below and to include all relevant details) prior to utilizing in any legal action any special legal power or right which the Assuming Bank
derives as a result of having acquired a Shared-Loss Asset from the Receiver, and the Assuming Bank shall not utilize any such power unless the Receiver shall have consented in writing to the proposed usage. The Receiver shall have the right to
direct such proposed usage by the Assuming Bank and the Assuming Bank shall comply in all respects with such direction. Upon request of the Receiver, the Assuming Bank will advise the Receiver as to the status of any such legal action. The Assuming
Bank shall immediately notify the Receiver of any judgment in litigation involving any of the aforesaid special powers or rights. 
 Section 3.7 Third Party Servicer. The Assuming Bank may perform any of its obligations and/or exercise any of its rights under this Commercial Shared-Loss Agreement through or by one or more Third
Party Servicers, who may take actions and make expenditures as if any such Third Party Servicer was the Assuming Bank hereunder (and, for the avoidance of doubt, such expenses incurred by any such Third Party Servicer on behalf of the Assuming Bank
shall be Reimbursable Expenses or Recovery Expenses, as the case may be, to the same extent such expenses would so qualify if incurred by the Assuming Bank); provided, however, that the use thereof by the Assuming Bank shall not release the Assuming
Bank of any obligation or liability hereunder. 
 ARTICLE IV 
 PORTFOLIO SALE 
 Section 4.1 Assuming
Bank Portfolio Sales of Remaining Shared-Loss Assets. The Assuming Bank shall have the right with the concurrence of the Receiver, commencing as of the first day of the third to last Shared-Loss Quarter, to liquidate for cash consideration, in one
or more transactions, all or a portion of Shared-Loss Assets held by the Assuming Bank (“Portfolio Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days notice in writing to the
Receiver setting forth the details and schedule for the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming
Bank’s contractors. 
 Section 4.2 Calculation of Sale Gain or Loss. For Shared-Loss Assets gain or
loss on the sales under Section 4.1 will be calculated as the sale price received by the Assuming Bank less the book value of the remaining Shared-Loss Assets. 
 ARTICLE V 
 LOSS-SHARING NOTICES GIVEN TO CORPORATION AND/OR RECEIVER 
 As a supplement to the notice provisions contained in Section 13.7 of the Purchase and Assumption Agreement, any
notice, request, demand, consent, approval, or other communication (a “Notice”) given to the Corporation and/or the Receiver in the loss-sharing context shall be given as follows: 
 Section 5.1 With respect to a Notice under Section 2 and Sections 3.1-3.5 of this Commercial Shared-Loss
Agreement: 
 Federal Deposit Insurance Corporation Division of Resolutions and Receiverships 550 17th Street,
N.W. Washington, D.C. 20429 
 Attention: Assistant Director, Franchise and Asset Marketing 







 Section 5.2 With respect to a Notice under Section 3.6 of this
Commercial Shared-Loss Agreement: 
 Federal Deposit Insurance Corporation Legal Division 1601 Bryan Street
Dallas, Texas 75201 Attention: Regional Counsel with a copy to: 
 Federal Deposit Insurance Corporation

 Legal Division 
 550 17th Street, N.W. 
 Washington, D.C. 20429 
 Attention: Senior Counsel (Special Issues Group) 
 ARTICLE VI 
 MISCELLANEOUS 
 Section 6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by a party hereto
in connection with this Commercial Shared-Loss Agreement shall be borne by such party whether or not the transactions contemplated herein shall be consummated. 
 Section 6.2 Successors and Assigns; Specific Performance. All terms and provisions of this Commercial Shared-Loss Agreement shall be binding upon and shall inure to the benefit
of the parties hereto only; provided, however, that, Receiver may assign or otherwise transfer this Commercial Shared-Loss Agreement (in whole or in part) to the Federal Deposit Insurance Corporation in its corporate capacity without the consent of
Assuming Bank. Notwithstanding anything to the contrary contained in this Commercial Shared-Loss Agreement, except as is expressly permitted in this Section 6.2, Assuming Bank may not assign or otherwise transfer this Commercial Shared-Loss
Agreement (in whole or in part) without the prior written consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in violation of this provision shall be void
ab initio. For the avoidance of doubt, a merger or consolidation of the Assuming Bank with and into another financial institution, the sale of all or substantially all of the assets of the Assuming Bank to another financial institution constitutes
the transfer of this Commercial Shared-Loss Agreement which requires the consent of the Receive; and for a period of thirty-six (36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder,
or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Bank, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Bank or its holding company or any
subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more than 9%, constitutes the transfer of this Commercial Shared-Loss Agreement which requires the consent of the Receiver.
However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger, consolidation or sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal
balance of Shared-Loss Assets is less than twenty percent (20%) of the initial aggregate balance of Shared-Loss Assets. 
 Section 6.3 Governing Law. This Commercial Shared-Loss Agreement shall be construed in accordance with federal law, or, if there is no applicable federal law, the laws of the State of New York,
without regard to any rule of conflict of law that would result in the application of the substantive law of any jurisdiction other than the State of New York. 
 Section 6.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS COMMERCIAL SHARED-LOSS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 







 Section 6.5 Captions. All captions and headings contained in this
Commercial Shared-Loss Agreement are for convenience of reference only and do not form a part of, and shall not affect the meaning or interpretation of, this Commercial Shared-Loss Agreement. 
 Section 6.6 Entire Agreement; Amendments. This Commercial Shared-Loss Agreement, along with the Single Family
Shared-Loss Agreement and the Purchase and Assumption Agreement, including the Exhibits and any other documents delivered pursuant hereto, embody the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior
representations, warranties, offers, acceptances, agreements and understandings, written or oral, relating to the subject matter herein. This Commercial Shared-Loss Agreement may be amended or modified or any provision thereof waived only by a
written instrument signed by both parties or their respective duly authorized agents. 
 Section 6.7
Severability. Whenever possible, each provision of this Commercial Shared-Loss Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Commercial Shared-Loss Agreement is held to
be prohibited by or invalid, illegal or unenforceable under applicable law, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or unenforceable, and the validity,
legality and enforceability of the remainder of such provision and the remaining provisions of this Commercial Shared-Loss Agreement shall not in any way be affected or impaired thereby. 
 Section 6.8 No Third Party Beneficiary. This Commercial Shared-Loss Agreement and the Exhibits hereto are for the sole
and exclusive benefit of the parties hereto and their respective permitted successors and permitted assigns and there shall be no other third party beneficiaries, and nothing in Commercial Shared-Loss Agreement or the Exhibits shall be construed to
grant to any other Person any right, remedy or claim under or in respect of this Commercial Shared-Loss Agreement or any provision hereof. 
 Section 6.9 Consent. Except as otherwise provided herein, when the consent of a party is required herein, such consent shall not be unreasonably withheld or delayed. 
 Section 6.10 Rights Cumulative. Except as otherwise expressly provided herein, the rights of each of the parties under
this Commercial Shared-Loss Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to each such party’s rights under the Purchase and Sale Agreement and any of the related agreements or under
law. Except as otherwise expressly provided herein, any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such
right.