Purchase and Assumption Agreement, dated April 19, 2013, 	Exhibit 10.1


by and among Federal Deposit
Insurance Corporation, Receiver 


of First Federal Bank, Lexington, Kentucky, 


Federal Deposit Insurance Corporation and Your Community
Bank


  





 



  


PURCHASE AND ASSUMPTION AGREEMENT


 


WHOLE BANK


 


ALL DEPOSITS


 


AMONG


 


FEDERAL DEPOSIT INSURANCE CORPORATION,


RECEIVER OF FIRST FEDERAL BANK,


LEXINGTON, KENTUCKY


 


FEDERAL DEPOSIT INSURANCE CORPORATION


 


and


 


YOUR COMMUNITY BANK


  


DATED AS OF


 


APRIL 19, 2013





 


 



 






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                                                                                                                                                                                               2013	 	First Federal Bank
Lexington, Kentucky



    	 



    

 


PURCHASE AND ASSUMPTION AGREEMENT


 


TABLE OF CONTENTS


 


	ARTICLE I.



	GENERAL	1
	1.1	Purpose	1
	1.2	Shared-Loss Agreements	1
	1.3	Defined Terms	2
	ARTICLE II.	ASSUMPTION OF LIABILITIES	10
	2.1	Liabilities Assumed by Assuming Institution	10
	2.2	Interest on Deposit Liabilities	11
	2.3	Unclaimed Deposits	12
	2.4	Employee Plans	12
	ARTICLE III.	PURCHASE OF ASSETS	12
	3.1	Assets Purchased by the Assuming Institution	12
	3.2	Asset Purchase Price	13
	3.3	Manner of Conveyance; Limited Warranty; Nonrecourse; Etc.	14
	3.4	Puts of Assets to the Receiver	14
	3.5	Assets Not Purchased by Assuming Institution	16
	3.6	Retention or Repurchase of Assets Essential to Receiver	18
	3.7	Receiver’s Offer to Sell Withheld Loans	19
	ARTICLE IV.	ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS	20
	4.1 	Continuation of Banking Business	20
	4.2	Credit Card Business	20
	4.3	Safe Deposit Business	20
	4.4	Safekeeping Business	21
	4.5	Trust Business	21
	4.6	Bank Premises	21
	4.7	Agreement with Respect to Leased Data Management Equipment	25
	4.8	Certain Existing Agreements	26
	4.9	Informational Tax Reporting	27
	4.10	Insurance	27
	4.11	Office Space for Receiver and Corporation; Certain Payments	28
	4.12	Continuation of Group Health Plan Coverage for Former Employees of the Failed Bank	28
	4.13	Interim Asset Servicing	29
	4.14	[RESERVED]	30
	4.15	Loss Sharing	30
	ARTICLE V.	DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK	30
	5.1	Payment of Checks, Drafts, Orders and Deposits	30
	5.2	Certain Agreements Related to Deposits	30
	5.3	Notice to Depositors	30
	ARTICLE VI.	RECORDS	31
	6.1	Transfer of Records	31
	6.2	Transfer of Assigned Records	31
	6.3	Preservation of Records	31
	6.4	Access to Records; Copies	32
	6.5	Right of Receiver or Corporation to Audit	32
	ARTICLE VII.	BID; INITIAL PAYMENT	32
	ARTICLE VIII.	ADJUSTMENTS	33
	8.1	Pro Forma Statement	33
	8.2	Correction of Errors and Omissions; Other Liabilities	33
	8.3	Payments	33
	8.4	Interest	33
	8.5	Subsequent Adjustments	34
	ARTICLE IX.	CONTINUING COOPERATION	34


 




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Lexington, Kentucky



    	 



    

 


	9.1	General Matters	34
	9.2	Additional Title Documents	34
	9.3	Claims and Suits	34
	9.4	Payment of Deposits	34
	9.5	Withheld Payments	35
	9.6	Proceedings with Respect to Certain Assets and Liabilities	35
	9.7	Information	36
	9.8	Tax Ruling	36
	ARTICLE X.	CONDITION PRECEDENT	36
	ARTICLE XI.	REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION	36
	11.1	Corporate Existence and Authority	36
	11.2	Third Party Consent	36
	11.3	Execution and Enforceability	36
	11.4	Compliance with Law	37
	11.5	Insured or Guaranteed Loans	37
	11.6	Representations Remain True	37
	11.7	No Reliance; Independent Advice	37
	ARTICLE XII	INDEMNIFICATION	38
	12.1	Indemnification of Indemnitees	38
	12.2	Conditions Precedent to Indemnification	40
	12.3	No Additional Warranty	41
	12.4	Indemnification of Receiver and Corporation	41
	12.5	Obligations Supplemental	42
	12.6	Criminal Claims	42
	12.7	Limited Guaranty of the Corporation	42
	12.8	Subrogation	43
	ARTICLE XIII.	MISCELLANEOUS	43
	13.1	Expenses	43
	13.2	Waiver of Jury Trial	43
	13.3	Consent; Determination or Discretion	43
	13.4	Rights Cumulative	43
	13.5	References	43
	13.6	Notice	43
	13.7	Entire Agreement	44
	13.8	Counterparts	44
	13.9	Governing Law	44
	13.10	Successors	45
	13.11	Modification	45
	13.12	Manner of Payment	45
	13.13	Waiver	45
	13.14	Severability	45
	13.15	Term of Agreement	46
	13.16	Survival of Covenants, Etc.	46


 




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Lexington, Kentucky



    	 



    

 


 


SCHEDULES 


 


	 	 	 	Page
	Excluded Deposit Liability Accounts	Schedule 2.1(a)	 	48
	Purchase Price of Assets or any other assets	Schedule 3.2	 	49
	Excluded Securities	Schedule 3.5(l)	 	51
	Bank Premises in Underserved Areas	Exhibit 4.1(b)	 	52
	Data Retention Catalog	Schedule 6.3	 	53
	Accounts Excluded from Calculation of Deposit Franchise Bid Premium	Schedule 7	 	55


  


EXHIBITS


 


	 	 	 	Page
	Final Legal Notice	Exhibit 2.3A	 	57
	Affidavit of Mailing	Exhibit 2.3B	 	59
	Valuation of Certain Qualified Financial Contracts	Exhibit 3.2(c)	 	60
	Interim Asset Servicing Arrangement	Exhibit 4.13	 	62
	Single Family Shared-Loss Agreement	Exhibit 4.15A	 	1
	Commercial Shared-Loss Agreement	Exhibit 4.15B	 	1


  




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February 21, 2013	iii	First Federal Bank
Lexington, Kentucky



    	 



    

 


PURCHASE AND ASSUMPTION AGREEMENT


 


WHOLE BANK


 


ALL DEPOSITS


 


THIS AGREEMENT,
made and entered into as of the 19th day of April, 2013, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER of FIRST FEDERAL BANK, LEXINGTON, KENTUCKY (the “Receiver”), YOUR COMMUNITY BANK, organized
under the laws of the State of Indiana, and having its principal place of business in New Albany, Indiana (the “Assuming
Institution”), 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”).


 


RECITALS


 


A.           On
the Bank Closing Date, the Chartering Authority closed First Federal Bank (the “Failed Bank”) pursuant to applicable
law and the Corporation was appointed Receiver thereof.


 


B.           The
Assuming Institution desires to purchase certain assets and assume certain deposits and other liabilities of the Failed Bank on
the terms and conditions set forth in this Agreement.


 


C.           Pursuant
to 12 U.S.C. § 1823(c)(2)(A), the Corporation may provide assistance to the Assuming Institution to facilitate the transactions
contemplated by this Agreement, which assistance may include indemnification pursuant to Article XII.


 


D.           The
Board of Directors of the Corporation (the “Board”) has determined to provide assistance to the Assuming Institution
on the terms and subject to the conditions set forth in this Agreement.


 


E.           The
Board has determined pursuant to 12 U.S.C. § 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 and is the least costly to the deposit insurance
fund of all possible methods for meeting such obligation.


 


NOW, THEREFORE,
in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows:


 


AGREEMENT


 


ARTICLE
I.           GENERAL.


 


1.1.        Purpose.
The purpose of this Agreement is to set forth requirements regarding, among other things, the terms and conditions on which the
Assuming Institution purchases certain assets and assumes certain liabilities of the Failed Bank. 


 




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1.2.        Shared-Loss
Agreements. If the Receiver and the Assuming Institution desire to share losses and recoveries on certain acquired assets,
a Shared-Loss Agreement or Shared-Loss Agreements are attached hereto as Exhibit 4.15A and/or Exhibit 4.15B, as applicable,
and will govern the terms of any such shared-loss arrangement. To the extent that any inconsistencies may arise between the terms
of this Agreement and a Shared-Loss Agreement with respect to the subject matter of a Shared-Loss Agreement, the terms of the applicable
Shared-Loss Agreement shall control.


 


1.3.        Defined
Terms. Capitalized terms used in this Agreement shall have the meanings set forth or referenced in this Section 1.3. 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
Subsidiary” or “Acquired Subsidiaries” means one or more, as applicable, 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 § 2(k) of the Bank Holding Company Act of 1956, as amended, 12 U.S.C.
§ 1841.


 


“Agreement”
means this Purchase and Assumption Agreement by and among the Assuming Institution, 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 this Agreement. Assets owned by Subsidiaries of the Failed Bank are not
“Assets” within the meaning of this definition by virtue of being owned by such Subsidiaries.


 


“Assumed Deposits”
means Deposits.


 


“Assuming
Institution” has the meaning set forth in the introduction to this Agreement.


 


“Bank Closing
Date” 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 buildings, drive-in banking facilities, teller facilities (staffed or automated), storage and service facilities,
structures connecting remote facilities to banking houses, land on which the foregoing are located and unimproved land, together
with any adjacent parking, that are owned or leased by the Failed Bank and that have formerly been utilized, are currently utilized,
or as of the Bank Closing Date, are intended to be utilized in the future by the Failed Bank as shown on the Failed Bank Records.


 


“Bank Premises
Surrender Date” means, with respect to each specific Bank Premises, the date selected by the Assuming Institution to
surrender such Bank Premises to the Receiver, which date shall be no later than the first day after the Receiver is satisfied that
all of the conditions for surrender of such Bank Premises set forth in this Agreement have been met; provided that, unless otherwise
provided in this Agreement, such date shall not be more than 180 days after the Bank Closing Date.


 


“Bid Amount”
has the meaning set forth in Article VII.


 




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“Bid Form”
means Exhibit “A” to the bid instructions provided to the Assuming Institution.


 


“Bid Valuation
Date” means February 7, 2013.


 


“Board”
has the meaning set forth in Recital D.


 


“Book Value”
means, with respect to any Asset and any Liability Assumed, the dollar amount thereof stated on the Failed Bank Records. The Book
Value of any item shall be determined as of the Bank Closing Date 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 an Acquired Subsidiary 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 the Bank Closing Date, 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 the Bank Closing
Date, 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 the Bank Closing Date, 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 Failed Bank Records.


 


“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, a Federal savings association or savings bank, the Office of the
Comptroller of the Currency, (ii) 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, (iii) the
Corporation in accordance with 12 U.S.C. § 1821(c)(4), with regard to self-appointment, or (iv) 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 the Bank
Closing Date, other than extensions of credit pursuant to the credit card business and overdraft protection plans of the Failed
Bank, if any.


 


“Corporation”
has the meaning set forth in the introduction to this Agreement.


 


“Counterclaim”
has the meaning set forth in Section 12.1(b).


 




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“Credit Documents”
means 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
Institution, or any of its Subsidiaries or Affiliates, relating to an Asset or a Loan included in a Put Notice, or copies of any
such documents.


 


“Deposit”
means a deposit as defined in 12 U.S.C. § 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 the Bank Closing Date.


 


“Deposit Secured
Loan” means a loan in which the only collateral securing the loan is Assumed Deposits or deposits at other insured depository
institutions.


 


“Electronically
Stored Information” means any system backup tapes, any electronic mail (whether on an exchange or other similar
system), any data on personal computers and any data on server hard drives.


 


“Eligible
Individuals” has the meaning set forth in Section 4.12.


 


“Equity Method
of Accounting” means the carrying value of a bank's investment in a subsidiary is originally recorded at cost but is
adjusted periodically to record as income the bank's proportionate share of the subsidiary's earnings or losses and decreased by
the amount of cash dividends or similar distributions received from the subsidiary. Acquired Subsidiaries with negative equity
will be restated to $1 pursuant to the Equity Method of Accounting.


 


“ERISA”
has the meaning set forth in Section 4.12.


 


“Failed Bank”
has the meaning set forth in Recital A.


 


“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 premiums for credit life insurance, accident and health insurance and vendor’s single interest
insurance.


 


“Failed Bank
Assessment Area” means the most recent Community Reinvestment Act (“CRA”) assessment area of the Failed Bank
reflected in the Information Package.


 


“Failed Bank
Records” means Records of the Failed Bank, including but not limited to, its corporate minutes, general ledger and subsidiary
ledgers and schedules which support the general ledger balances.


 




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February 21, 2013	4	 First Federal Bank
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“Fair Market
Value” means:


 


(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 are the assumed consummation of a sale as of a specified
date and the passing of title from seller to buyer under conditions whereby:


 


(i)          Buyer
and seller are typically motivated;


 


(ii)         Both
parties are well informed or well advised, and acting in what they consider their own best interests;


 


(iii)        A
reasonable time is allowed for exposure in the open market;


 


(iv)        Payment
is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and


 


(v)         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 the Bank Closing Date
by an appraiser chosen by the Receiver; any costs and fees associated with such determination shall be paid by the Receiver, and


 


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 the Bank Closing Date by an appraiser selected by the Receiver within seven (7) days after the Bank
Closing Date, and with respect to Specialty Assets, shall be determined by an appraiser selected by the Receiver within seven (7)
days after the Bank Closing Date; or


 


(b)          with respect
to property other than Bank Premises and Specialty Assets purchased utilizing this valuation method, the price therefor as established
by the Receiver, as determined in accordance with clause (a) above.


 


“FDIC Office
Space” has the meaning set forth in Section 4.11.


 


“Final Legal
Notice” has the meaning set forth in Section 2.3(a).


 


“Fixtures”
means those leasehold improvements, additions, alterations and installations constituting all or a part of Bank Premises (including
without limitation automated teller machines that are affixed to a Bank Premises and may be not removed without causing structural
damage to such 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 the Bank Closing Date.


 




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February 21, 2013	5	 First Federal Bank
Lexington, Kentucky



    	 



    

 


“Furniture
and Equipment” means the furniture and equipment (other than Safe Deposit Boxes, Personal Computers, Owned Data Management
Equipment, Specialty Assets and motor vehicles), leased or owned by the Failed Bank and reflected on the Failed Bank Records as
of the Bank Closing Date and located on or at Bank Premises, including without limitation automated teller machines (to the extent
they are not Fixtures), carpeting, furniture, office machinery, shelving, office supplies, telephone, surveillance and security
systems, ancillary equipment and artwork. Furniture and equipment located at a storage facility not adjacent to a Bank Premises
are excluded from this definition.


 


“GSE”
means a government sponsored enterprise.


 


“Indemnitees”
means, except as provided in Section 12.1(b)(xi), (i) the Assuming Institution, (ii) the Subsidiaries and Affiliates of the Assuming
Institution other than any Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the Assuming
Institution and (iii) the directors, officers, employees and agents of the Assuming Institution 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.


 


“Information
Package” means the most recent compilation of financial and other data with respect to the Failed Bank, including
any amendments or supplements thereto, provided to the Assuming Institution by the Corporation on the web site used by the Corporation
to market the Failed Bank to potential acquirers.


 


“Initial Payment”
means the payment made pursuant to Article VII (based on the best information available as of the Bank Closing Date), the amount
of which shall be either (i) if the Bid Amount is positive, the aggregate Book Value of the Liabilities Assumed minus the sum of
the aggregate purchase price of the Assets as determined pursuant to Section 3.2 and assets purchased (including any Bank Premises
purchased via the Bid Form) and the positive Bid Amount, or (ii) if the Bid Amount is negative, the sum of the aggregate Book Value
of the Liabilities Assumed and the negative Bid Amount minus the aggregate purchase price of the Assets and assets purchased (including
any Bank Premises purchased via the Bid Form). The Initial Payment shall be payable by the Corporation to the Assuming Institution
if (i) the Liabilities Assumed are greater than the sum of the positive Bid Amount and the Assets and any other assets purchased
, or if (ii) the sum of the Liabilities Assumed and the negative Bid Amount are greater than the Assets and assets purchased. The
Initial Payment shall be payable by the Assuming Institution to the Corporation if (i) the Liabilities Assumed are less than the
sum of the positive Bid Amount and the Assets and assets purchased, or if (ii) the sum of the Liabilities Assumed and the negative
Bid Amount is less than the Assets and assets purchased. Such Initial Payment shall be subject to adjustment as provided in Article
VIII.


 


“Leased Data
Management Equipment” means any equipment, computer hardware, computer software (and the lease or licensing agreements
related thereto), computer networking equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes,
DVDs, CDs, flash drives, telecommunications and check processing equipment and any other electronic storage media leased by the
Failed Bank at Bank Closing which is, was, or could have been used by the Failed Bank in connection with data management activities.


 


“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.


 




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February 21, 2013	6	 First Federal Bank
Lexington, Kentucky



    	 



    

  


“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.


 


“Loan”
or “Loans” means, individually or collectively, all of the following owed to or held by the Failed Bank
as of the Bank Closing Date:


 


(a)          loans
(including loans which have been charged off the Failed Bank Records 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;


 


(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
(a) 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 (a) above; and


 


(c)          all
amendments, modifications, renewals, extensions, refinancings and refundings of or for any of the foregoing.


 


“New Loan”
means a Loan made by the Failed Bank after the Bid Valuation Date that is not a continuation, amendment, modification, renewal,
extension, refinancing, restructuring or refunding of or for any then-existing Loan.


 


“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
estates, leasehold rights, condominium and cooperative interests, easements, air rights, water rights, and development rights that
are owned by the Failed Bank.


 


“Owned Data
Management Equipment” means any equipment, computer hardware, computer software, computer networking equipment, printers,
fax machines, copiers, document scanners, data tape systems, data tapes, DVDs, CDs, flash drives, telecommunications and check
processing equipment and any other electronic storage media owned by the Failed Bank at Bank Closing which is, was, or could have
been used by the Failed Bank in connection with data management activities.


 


“Payment Date”
means the first Business Day after the Bank Closing Date.


 




    	Whole Bank w/ Optional Shared Loss Agreements
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                                                                                                                                                                                               and
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                                                                                                                                                                                               Agreement

February 21, 2013	7	 First Federal Bank
Lexington, Kentucky



    	 



    

 


“Person”
means any individual, corporation, partnership, joint venture, association, limited liability company, limited liability partnership,
joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof, excluding
the Corporation.


 


“Personal Computer(s)” means
computers based on a microprocessor generally designed to be used by one person at a time and which usually store informational
data on that computer’s internal hard drive or attached peripheral, and associated peripherals (such as keyboard, mouse,
etc.). A personal computer can be found in various configurations such as laptops, net books, and desktops.


 


“Primary Indemnitor”
means any Person (other than the Assuming Institution 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.


 


“Pro Forma”
means a balance sheet that reflects a reasonably accurate financial statement of the Failed Bank through the Bank Closing Date
and serves as a basis for the opening entries of both the Assuming Institution and the Receiver.


 


“Proprietary
Software” means computer software developed for and owned by the Failed Bank for its own purpose and use.


 


“Put Date”
has the meaning set forth in Section 3.4(d).


 


“Put Notice”
has the meaning set forth in Section 3.4(c).


 


“Qualified
Beneficiaries” has the meaning set forth in Section 4.12.


 


“Qualified
Financial Contract” means a qualified financial contract as defined in 12 U.S.C. § 1821(e)(8)(D).


 


“Record”
means any document, microfiche, microfilm or Electronically Stored Information (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 the Bank Closing Date.


 


“Receiver”
has the meaning set forth in the introduction to this Agreement.


 


“Related Liability”
with respect to any Asset means any liability existing and reflected on the Failed Bank Records as of the Bank Closing Date 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 Institution, means the amount of such Related
Liability as stated on the Failed Bank Records of the Assuming Institution (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.


 




    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               and
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                                                                                                                                                                                               Agreement

February 21, 2013	8	 First Federal Bank
Lexington, Kentucky



    	 



    

  


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 Failed Bank Records of the entity that owns such Asset.


 


“Repurchase
Price” means, with respect to any Asset, first taking the Book Value of the Asset at the Bank Closing Date and either
subtracting the pro rata Asset discount or adding the pro rata Asset premium, and subsequently adjusting that amount (i) for any
advances and interest on such Asset after the Bank Closing Date, (ii) by subtracting the total amount received by the Assuming
Institution for such Asset after the Bank Closing Date, regardless of how applied and (iii) by adding total disbursements of principal
made by the Receiver not otherwise included in the Book Value. For New Loans, Deposit Secured Loans and overdrafts put back to
the Receiver under Section 3.4, the Repurchase Price shall not take into account the pro rata Asset discount or premium.


 


“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 three hundred sixty-five (365) days after the
Bank Closing Date, or such other date prior thereto as may be agreed upon by the Receiver and the Assuming Institution. 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 investment rate on twenty-six (26)-week United States Treasury Bills as published
on the Bank Closing Date by the United States Treasury on the TreasuryDirect.gov website; provided, that if no such Investment
Rate is published the week of the Bank Closing Date, the investment rate for such Treasury Bills most recently published by the
United States Treasury on TreasuryDirect.gov prior to the Bank Closing Date shall be used. Thereafter, the rate shall be adjusted
to the rate determined by the Receiver to be equal to the Investment Rate on such Treasury Bills in effect as of the first day
of each succeeding calendar quarter during which interest accrues as published by the United States Treasury on the TreasuryDirect.gov
website.


 


“Shared-Loss
Agreements” means, if any, the Single Family Shared-Loss Agreement attached hereto as Exhibit 4.15A and, if any,
the Commercial Shared-Loss Agreement, attached hereto as Exhibit 4.15B.


 


“Specialty
Assets” means assets that have a greater value than more traditional furniture and equipment owned by the Failed Bank
and reflected on the Failed Bank Records as of the Bank Closing Date and located on or at Bank Premises, including without limitation
fine art and high end decorative art; classic and antique motor vehicles; rare books; rare coins; airplanes;
boats; jewelry; collectible firearms; Indian or other cultural artifacts; sculptures; Proprietary Software; and any other items
that typically cannot be appraised by a Furniture and Equipment appraiser. Specialty Assets does not include any repossessed collateral.


 




    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               and
                                                                                                                                                                                               Assumption
                                                                                                                                                                                               Agreement

February 21, 2013	9	 First Federal Bank
Lexington, Kentucky



    	 



    

  


“Subsequently
Occupied Space” has the meaning set forth in Section 4.6(f).


 


“Subsidiary”
has the meaning set forth in § 3(w)(4) of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(w)(4), as amended.


 


“Underserved
Area” means a census track designated as an underserved middle-income nonmetropolitan track on the most recent List
of Middle-Income Non-Metropolitan Distressed or Underserved Geographies as published by the Federal Financial Institutions Examination
Council (“FFIEC”) on the FFIEC website. A list of Bank Premises, if any, located in an Underserved Market is attached
as Schedule 4.1(b).


 


ARTICLE
II.          ASSUMPTION OF LIABILITIES.


 


2.1.        Liabilities
Assumed by Assuming Institution. The Assuming Institution 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 the Bank Closing
Date, 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 Institution agrees to properly secure such Deposits with such Assets as appropriate
which, prior to the Bank Closing Date, were pledged as security by the Failed Bank, or with assets of the Assuming Institution,
if such securing Assets, if any, are insufficient to properly secure such Deposits;


 


(b)          liabilities
for indebtedness incurred by the Failed Bank, reflected on the Accounting Records of the Failed Bank on the Bank Closing Date,
and secured by any perfected Lien on or affecting any Asset; provided, that the amount of any
liability assumed pursuant to this Section 2.1(b) (x) shall be limited to the market value (as determined by the Receiver) of the
Assets securing such liability and (y) is not subject to adjustment pursuant to Article VIII;


 


(c)          all
borrowings from, and obligations and indebtedness to, Federal Reserve Banks and Federal Home Loan Banks, if any, whether currently
owed, or conditional or not yet matured, including but not limited to, if applicable, (i) advances, including principal, interest,
and any prepayment fees, costs and expenses; (ii) letters of credit, including any reimbursement obligations; (iii) acquired
member assets programs, including representations, warranties, credit enhancement obligations and servicing obligations; (iv) affordable
housing programs, including retention agreements and other contracts and monitoring obligations; (v) swaps and other derivatives;
and (vi) safekeeping and custody agreements, provided, that the assumption of any liability pursuant to this Section 2.1(c)
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 the Bank Closing Date, if any;


 




    	Whole Bank w/ Optional Shared Loss Agreements
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                                                                                                                                                                                               5.2
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                                                                                                                                                                                               Agreement

February 21, 2013	10	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(d)          ad
valorem taxes (prorated through the Bank Closing Date), whether or not reflected on the Failed Bank’s Records, applicable
to any Asset; provided, that the assumption of any ad valorem taxes pursuant to this Section 2.1(d) 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 the Bank Closing Date); provided, that the assumption
of any liability pursuant to this Section 2.1(e) 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 provided, that the assumption of any liability pursuant to this Section 2.1(g)
shall be limited to the market value of the Assets securing such liability as determined by the Receiver;


 


(h)         liabilities
for any “standby letters of credit” as defined in 12 C.F.R. § 337.2(a) issued on the behalf of any Obligor
of a Loan acquired hereunder by the Assuming Institution, but excluding any other standby letters of credit;


 


(i)          duties
and obligations assumed pursuant to this Agreement including without limitation those relating to the Failed Bank’s Records,
credit card business, debit card business, stored value and gift card business, overdraft protection plans, safe deposit business,
safekeeping business and trust business, if any;


 


(j)          liabilities,
if any, for Commitments;


 


(k)         liabilities,
if any, for amounts owed to any Acquired Subsidiary;


 


(l)          liabilities,
if any, with respect to Qualified Financial Contracts;


 


(m)        liabilities,
if any, under any contract pursuant to which loan servicing is provided to the Failed Bank by others; and


 


(n)          any
deferred revenue, income or fees recorded on the general ledger of the Failed Bank as of the Bank Closing Date attributable to
any business assumed pursuant to Section 4.2, 4.3, 4.4, or 4.5 of this Agreement, excluding any deferred income or revenue relative
to FASB 91 – Loan Fees and Costs associated with originating or acquiring Loans and initial direct costs of leases.


 


2.2.        Interest
on Deposit Liabilities. The Assuming Institution agrees that, from and after the Bank Closing Date, it will accrue and
pay interest on Assumed Deposits 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 Institution to its depositors for non-transaction
deposit accounts. The Assuming Institution 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 Institution 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 Institution 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. 


 




    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               and
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                                                                                                                                                                                               Agreement

February 21, 2013	11	 First Federal Bank
Lexington, Kentucky



    	 



    

  


2.3.        Unclaimed
Deposits.


 


(a)          Final
Legal Notice. Fifteen (15) months following the Bank Closing Date, the Assuming Institution 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 Institution to act on behalf of the Receiver to send a Final Legal Notice in a form substantially similar to Exhibit
2.3A (the “Final Legal Notice”) 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 Institution. The Assuming Institution will send the Final Legal
Notice to the depositors within thirty (30) days following notification of the Receiver’s authorization. The Assuming Institution
will prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B and will forward the Affidavit
of Mailing to the Receiver after mailing out the Final Legal Notice to the owner(s) of unclaimed deposit accounts.


 


(b)          Unclaimed
Deposits. If, within eighteen (18) months after the Bank Closing Date, any depositor of the Failed Bank does not claim or arrange
to continue such depositor’s Assumed Deposits at the Assuming Institution, the Assuming Institution 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 Institution in and to the Records previously transferred to the Assuming Institution and other records generated
or maintained by the Assuming Institution pertaining to such Deposits. During such eighteen (18) month period, at the request of
the Receiver, the Assuming Institution promptly shall provide to the Receiver schedules of unclaimed Deposits in such form as may
be prescribed by the Receiver.


 


2.4.        Employee
Plans. Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities
under the Failed Bank’s health care, bonus, vacation, pension, profit sharing, deferred compensation, 401(k) or stock purchase
plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this
Agreement.


 


ARTICLE
III.         PURCHASE OF ASSETS.


 


3.1.        Assets
Purchased by Assuming Institution. With the exception of certain assets expressly excluded in Sections 3.5  and 3.6
and, if applicable, listed on Schedule 3.5(l) the Assuming Institution hereby purchases from the Receiver, and the Receiver
hereby sells, assigns, transfers, conveys and delivers to the Assuming Institution, 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 the Bank Closing Date. Assets are purchased hereunder
by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent
provided in Section 2.1.


 




    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               and
                                                                                                                                                                                               Assumption
                                                                                                                                                                                               Agreement

February 21, 2013	12	 First Federal Bank
Lexington, Kentucky



    	 



    

  


3.2.        Asset
Purchase Price.


 


(a)          Determination
of Asset Purchase Price. All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution
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. The purchase price for Acquired Subsidiaries shall be adjusted pursuant to Section 4.6(i)(iv), if applicable.


 


(b)          Purchase
Price for Securities. The purchase price for any security (other than the capital stock of any Acquired Subsidiary and Federal
Home Loan Bank stock) purchased under Section 3.1 by the Assuming Institution shall consist of the market price (as defined below)
of the security as of the Bank Closing Date, multiplied by the bank’s ownership interest in the security (see Calculation
of Purchase Price below) and shall include accrued interest, where applicable, as noted below.


 


(i)          Definition
of Market Price: The market price for any security shall be (i) the market price for that security quoted at the close of the
trading day effective on the Bank Closing Date as published electronically by Bloomberg, L.P., or alternatively, at the discretion
of the Receiver, by IDC/Financial Times (FT) Interactive Data; (ii) provided that if such market price is not available for such
security, the Assuming Institution will submit a written purchase price bid for such security within three days of notification/bid
request by the Receiver (unless a different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver,
in its sole and absolute discretion, will accept or reject each such purchase price bid; (iii) further provided that in the
absence of an acceptable bid from the Assuming Institution, or in the event that a security is deemed essential to the Receiver
as determined by the Receiver in its discretion (see Section 3.6 Retention or Repurchase of Assets Essential to the Receiver) such
security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset hereunder and listed on Schedule 3.5(l).


 


(ii)         Calculation
of Purchase Price. The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares
or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the
case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding
paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase
price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price
per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed
as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The
purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent
the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine
the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date
occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct”
procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase
price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of
the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant
to Article VIII.


 




    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               and
                                                                                                                                                                                               Assumption
                                                                                                                                                                                               Agreement

February 21, 2013	13	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(iii)        Calculation
of Accrued Interest for Securities: Accrued interest shall be calculated for a non-equity security by multiplying the interest
rate (expressed as a decimal point) paid on the security as then most recently publicly available, by the most recent par value
(or notational amount, as applicable) of that security, multiplied by the number of days from and including the first interest
day of the accrual period in which the Bank Closing Date occurs, through the Bank Closing Date.


 


(c)          Purchase
Price for Qualified Financial Contracts. 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 Institution.


 


3.3.        Manner
of Conveyance; Limited Warranty; Nonrecourse; Etc. THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY
INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION 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, VALUE, COLLECTIBILITY, GENUINENESS, ENFORCEABILITY, DOCUMENTATION, CONDITION OR FREEDOM FROM LIENS
OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS. 


 


3.4.        Puts
of Assets to the Receiver.


 


(a)          Puts
Within 30 Days After the Bank Closing Date. During the thirty (30)-day period following the Bank Closing Date and only during
such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any
Loan), in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any
New Loans and any Deposit Secured Loan transferred to the Assuming Institution 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 that with regard to any Deposit Secured Loan secured
by an Assumed Deposit:


 


(i)          no
such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made; and


 


(ii)         the
Assuming Institution shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any
remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following
the Bank Closing Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or
similar extension of credit, provided that deposit account histories from the Bid Valuation Date to the Put Notice Date are provided
by the fortieth (40th) day.


 






    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Assumption
                                                                                                                                                                                               Agreement

February 21, 2013	14	 First Federal Bank
Lexington, Kentucky



    	 



    

 


Notwithstanding the
foregoing, the Assuming Institution 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 Institution has:


 


(A)         made
any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan;


 


(B)         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;


 


(C)         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;


 


(D)         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


 


(E)         sold,
assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).


 


(iii)        The
Assuming Institution 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 Institution with respect to any such Asset, as provided
in Section 12.4.


 


(b)          Puts
Prior to the Settlement Date. During the period from the Bank Closing Date to and including the Business Day immediately preceding
the Settlement Date, the Assuming Institution shall be entitled to require the Receiver to purchase any Asset which the Assuming
Institution can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided that the Assuming
Institution shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming
Institution has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Institution 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 Institution with respect to any such Asset, as provided in Section 12.4.


 


(c)          Notices
to the Receiver. In the event that the Assuming Institution elects to require the Receiver to purchase one or more Assets,
the Assuming Institution shall deliver to the Receiver a notice (a “Put Notice”) which shall include:


 


(i)          a
list of all Assets that the Assuming Institution requires the Receiver to purchase;


 






    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               and
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February 21, 2013	15	 First Federal Bank
Lexington, Kentucky



    	 



    




 


(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 Institution 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.


 


(d)          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”).


 


(e)          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 Institution the amount of such difference; if the difference between such amounts is negative,
then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver,
as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(e) 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.


 


(f)           Servicing.
The Assuming Institution 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.


 


(g)          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 Institution 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.


 


3.5.          Assets
Not Purchased by Assuming Institution. The Assuming Institution 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; 


 






    	Whole Bank w/ Optional Shared Loss Agreements
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February 21, 2013	16	 First Federal Bank
Lexington, Kentucky



    	 



    

 


(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 the Bank Closing Date 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 the Bank Closing Date, 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 the Bank Closing Date;


 


(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 Failed Bank Records as of the Bank Closing Date as a general or specific loss reserve or contingency account,
if any;


 


(f)           leased
or owned Bank Premises and leased or owned Fixtures, Proprietary Software, Furniture and Equipment located on leased or owned Bank
Premises, and Specialty Assets located on leased or owned Bank Premises, if any; provided that the Assuming Institution does obtain
an option under Sections 4.6, 4.7 or 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. § 304.3, and other intangibles (other than intellectual property);


 


(i)           any
criminal restitution or forfeiture orders issued in favor of the Failed Bank;


 


(j)           any
and all prepaid fees or any other income as shown on the books and Records of the Failed Bank, but not taken into income as of
the Bank Closing Date, associated with a line of business of the Failed Bank which is not assumed pursuant to this Agreement;


 


(k)          assets
essential to the Receiver in accordance with Section 3.6;


 


(l)           any
banker’s bank stock, and the securities listed on the attached Schedule 3.5(l);


 


(m)          Other
Real Estate as of Bid Valuation Date;


 






    	Whole Bank w/ Optional Shared Loss Agreements
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February 21, 2013	17	 First Federal Bank
Lexington, Kentucky



    	 



    

 


(n)          prepaid
accounts associated with any contract or agreement that the Assuming Institution either does not directly assume pursuant to the
terms of this Agreement nor has an option to assume under Section 4.8;


 


(o)          except
with respect to any Federal Home Loan Bank loans, any contract pursuant to which the Failed Bank provides loan servicing for others;


 


(p)          all
assets that were fully charged-off by the Failed Bank prior to the Bid Valuation Date, other than any asset that was secured by
collateral that was foreclosed upon by the Failed Bank and is an Asset;


 


(q)          any
Loan that was secured by collateral that is an asset retained by the Receiver under this Agreement; and


 


(r)           all
assets related to any plan of the Failed Bank described in Section 2.4 or any plan of the type described in Section 2.4 under which
the Failed Bank has any liability, obligation or responsibility unless the Assuming Institution assumes liability, obligations
or responsibilities under such plan subsequent to the date of this Agreement;


 


(s)          any
asset not shown on the Failed Bank Records as of the Bank Closing Date and discovered after the Settlement Date.


 


3.6.        Retention
or Repurchase of Assets Essential to Receiver.


 


(a)          The
Receiver may refuse to sell to the Assuming Institution, or the Assuming Institution agrees, at the request of the Receiver set
forth in a written notice to the Assuming Institution, to sell, assign, transfer, convey, and deliver to the Receiver, all of the
Assuming Institution’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;


 


(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 Institution under this Article III or any liability of the Failed
Bank not assumed by the Assuming Institution under Article II.


 




    	Whole Bank w/ Optional Shared Loss Agreements
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February 21, 2013	18	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(vi)        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 Institution 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 Institution 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 Institution shall transfer all such Assets 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 Institution with
respect to any such Asset or asset, as provided in Section 12.4.


 


3.7.        Receiver’s
Offer to Sell Withheld Loans. For the period of thirty (30) days commencing the day after the Bank Closing Date, the
Receiver may sell, in its sole and absolute discretion, and the Assuming Institution, may purchase, in its sole and absolute discretion,
any Loans initially withheld from sale to the Assuming Institution pursuant to Sections 3.5 or 3.6 of this Agreement. Loans
sold under this section will, at the sole and absolute discretion of the Receiver, be treated as if initially sold under Section
3.1 of this Agreement, or sold pursuant to the standard loan sale agreement utilized by the Receiver for the sale of loan pools.
If sold under Section 3.1 of this Agreement, the purchase price for such Loan shall be the Book Value as of the Bank Closing
Date, adjusted (i) for any advances and interest on such Loan after the Bank Closing Date, (ii) by subtracting the total amount
received by the Assuming Institution for such Loan after the Bank Closing Date, and (iii) by adding total disbursements of principal
made by the Receiver and not otherwise included in the Book Value. The sale will be subject to all relevant
terms of this Agreement except that the Loans purchased pursuant to this Section 3.7 shall not be included in the calculation
of the pro rata Asset discount or pro rata Asset premium utilized for the repurchase of other Assets. No Loan purchased pursuant
to this Section 3.7 shall be a Shared-Loss Loan pursuant to the Shared-Loss Agreements unless (i) it is cross-collateralized with
a Shared-Loss Loan purchased pursuant to this Agreement and (ii) it otherwise meets the definition of Shared-Loss Loan in the applicable
Shared-Loss Agreement. Payment for Loans sold under this Section 3.7 will be handled through the settlement process pursuant to
Article VIII. Loans sold pursuant to the standard loan sale agreement shall be governed by and paid
for in accordance with that document.


 






    	Whole Bank w/ Optional Shared Loss Agreements
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                                                                                                                                                                                               Agreement

February 21, 2013	19	 First Federal Bank
Lexington, Kentucky



    	 



    

 


ARTICLE
IV.          ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS.



 


4.1.        Continuation
of Banking Business.








 


(a)           Full
Service Banking. For the period commencing on the first Business Day after the Bank
Closing Date and ending on the first anniversary of the Bank Closing Date, the Assuming Institution will provide full service banking
in the Failed Bank Assessment Area. At the option of the Assuming Institution, it may provide such full service banking at one
or more Bank Premises or Assuming Institution branches located within such Failed Bank Assessment Area. The Assuming Institution
may close or sell any Bank Premises during this period with the prior written consent of the Receiver (which consent may be withheld
in Receiver’s sole discretion) and after receipt of all necessary regulatory approvals, provided that the Assuming Institution
(or its successors) continues to provide full service banking in the Failed Bank Assessment Area for the period required to comply
with this Section 4.1(a).


 


(b)          Bank
Premises Located in an Underserved Area. If a currently utilized Bank Premises is located in an Underserved Area, the Receiver
will not consent to the Assuming Institution’s closing or selling such Bank Premises, unless the Assuming Institution provides
full service banking at one or more Bank Premises or Assuming Institution branches located within in the same Underserved Area.


 


(c)           Failure
to Exercise Option to Purchase Bank Premises. If a currently-utilized owned Bank Premises is located in an Underserved Area
and the Assuming Institution does not exercise its option under Section 4.6(a) with respect to that Bank Premises, the Receiver
will continue to rent any such owned Bank Premises to the Assuming Institution for the amount provided in Section
4.6(e) in order to comply with Section 4.1(a).


 


(d)           Sale
of Bank Premises. The Assuming Institution will pay to the Receiver, upon the sale of any Bank Premises within twelve months
following the Bank Closing Date, fifty percent (50%) of the amount by which (a) the proceeds of such sale attributable to any franchise
or deposit premium (without deducting any expenses related to such sale) exceed (b) the deposit premium paid by the Assuming Institution
with respect to each Bank Premises sold.


 


4.2.        Credit
Card Business. The Assuming Institution agrees to honor and perform, from and after the Bank Closing Date, all duties and
obligations with respect to the Failed Bank’s credit card business (including issuer or merchant acquirer) debit card business,
stored value and gift card business, and/or processing related to credit cards, if any, and assumes all extensions of credit or
balances outstanding as of the Bank Closing Date with respect to these lines of business. The obligations undertaken pursuant to
this Section do not include loyalty, reward, affinity, or other similar programs related to the credit and debit card businesses.
 


 


4.3.        Safe
Deposit Business. The Assuming Institution assumes and agrees to discharge, from and after the Bank Closing Date, 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 therefor 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 Institution may
relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution located in Failed Bank Assessment
Area of the Failed Bank in which such Safe Deposit Boxes were located. The Safe Deposit Boxes shall be located and maintained in
such trade area for a minimum of one year from the Bank Closing Date.  


 




    	Whole Bank w/ Optional Shared Loss Agreements
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                                                                                                                                                                                               Agreement

February 21, 2013	20	 First Federal Bank
Lexington, Kentucky



    	 



    

 


4.4.        Safekeeping
Business. The Receiver transfers, conveys and delivers to the Assuming Institution and the Assuming Institution accepts
all securities and other items, if any, held by the Failed Bank in safekeeping for its customers as of the Bank Closing Date. The
Assuming Institution assumes and agrees to honor and discharge, from and after the Bank Closing Date, the duties and obligations
of the Failed Bank with respect to such securities and items held in safekeeping. The Assuming Institution shall provide to the
Receiver written verification of all assets held by the Failed Bank for safekeeping within sixty (60) days after the Bank Closing
Date.  The assets held for safekeeping by the Failed Bank shall be held and maintained by the Assuming Institution in the
trade area of the Failed Bank for a minimum of one year from the Bank Closing Date. At the option of the Assuming Institution,
the safekeeping business may be provided at any or all of the Bank Premises, or at other premises within the Failed Bank Assessment
Area. The Assuming Institution shall be entitled to all rights and benefits which accrue after the Bank Closing Date with respect
to securities and other items held in safekeeping. 


 


4.5.        Trust
Business.


 


(a)          Assuming
Institution as Successor. The Assuming Institution 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 Institution had assumed the same from the Failed Bank prior to the Bank
Closing Date; 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.


 


(b)          Wills
and Appointments. The Assuming Institution 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)          Transfer
of Trust Business. In the event additional proceedings of any kind are necessary to accomplish the transfer of such trust business,
the Assuming Institution 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 Institution in accomplishing such transfer.


 


(d)          Verification
of Assets. The Assuming Institution 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 the Bank Closing Date.


 


4.6.        Bank
Premises.


 





(a)          Option
to Purchase. Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period
of thirty (30) days commencing the day after the Bank Closing Date with respect to Bank Premises for which the Assuming Institution
declined its option to purchase at a fixed price as shown on the Bid Form, and for a period of ninety (90) days commencing the
day after the Bank Closing Date with respect to all other owned Bank Premises to purchase any or all owned Bank Premises, including
all Fixtures and all Furniture and Equipment located on or at the Bank Premises. The Assuming Institution 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 Bank Premises shall be effective as of the date of the Bank Closing Date and such purchase shall be consummated as soon
as practicable thereafter, and in no event later than the Settlement Date.


 






    	Whole Bank w/ Optional Shared Loss Agreements
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                                                                                                                                                                                               5.2
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                                                                                                                                                                                               Agreement

February 21, 2013	21	 First Federal Bank
Lexington, Kentucky



    	 



    




 


(b)          Option
to Lease. The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing
the day after the Bank Closing Date to cause the Receiver to assign to the Assuming Institution any or all leases for leased Bank
Premises, if any, 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 such lease. To the extent the lease payments provided for in any assigned
lease are minimal in relation to the current market rate, and the value of that difference is not otherwise reflected in the purchase
of the associated Fixtures, the Assuming Institution shall pay the Receiver the Fair Market Value of the Receiver’s interest
in any such assigned lease. The Assuming Institution 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 new leases in lieu thereof). The Assuming Institution
shall assume all leases assigned (or enter into new leases in lieu thereof) pursuant to this Section 4.6.


 


(c)          Facilitation.
The Receiver shall facilitate the assumption, assignment or sublease of leases or the negotiation of new leases by the Assuming
Institution; provided that neither the Receiver nor the Corporation shall be obligated to engage in litigation, make payments to
the Assuming Institution 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)          Notice
of Surrender of Bank Premises. The Assuming Institution shall give the Receiver at least fifteen (15) days prior written notice
of its intent to surrender to the Receiver any Bank Premises with respect to which the Assuming Institution has not exercised the
options provided in Sections 4.6(a) and 4.6(b). Any such notice shall designate the intended Bank Premises Surrender Date and shall
terminate the Assuming Institution’s option with respect to such Bank Premises.


 


(e)          Occupancy
Costs. 


 


(i)          The
Assuming Institution shall pay to the Receiver, or to appropriate third parties at the direction of the Receiver, for the period
from the Bank Closing Date to the Bank Premises Surrender Date, the following amounts: (A) for 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 (B) for leased Bank Premises, all operating costs with respect thereto. The Assuming Institution shall comply with the
terms of applicable leases on leased Bank Premises, including without limitation the timely payment of all rent. Operating costs
include, without limitation, all taxes, fees, charges, maintenance, utilities, insurance and assessments, to the extent not included
in the rental value or rent. If the Assuming Institution 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 Institution assumes liability) by the Assuming Institution with respect thereto shall be applied as an offset against
the purchase price thereof.


 




    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               Assumption
                                                                                                                                                                                               Agreement

February 21, 2013	22	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(ii)         The
Assuming Institution shall pay to the Receiver rent for all owned or leased Furniture and Equipment, all owned or leased Fixtures
and all Specialty Assets located on or at the Bank Premises for the period from the Bank Closing Date to the Bank Premises Surrender
Date. 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 the Bank Closing Date. Rent for such property leased by the Failed Bank 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 pursuant
to all leases and contracts with respect to such property. If the Assuming Institution purchases any owned Furniture and Equipment,
owned Fixtures or Specialty Assets in accordance with Sections 4.6(f), 4.6(h) or 4.6(j), the amount of any rents paid by the Assuming
Institution with respect thereto shall be applied as an offset against the purchase price thereof.  


 


(iii)        Subject
to Section 4.1, if the Assuming Institution gives notice of its election not to accept an assignment of a lease for one or more
of the leased Bank Premises, or not to purchase one or more of the owned Bank Premises, within two Business Days of the Bank Closing
Date, and the Receiver is satisfied that all of the conditions for surrender of such Bank Premises set forth in this Agreement
have been met within fifteen (15) days of the Bank Closing Date, then, notwithstanding any other provision of this Agreement to
the contrary, the Assuming Institution shall not be liable for any of the costs imposed by this Section 4.6(e).


 


(f)           Certain
Requirements as to Fixtures, Furniture and Equipment and Certain Specialty Assets. If the Assuming Institution purchases owned
Bank Premises (including any Bank Premises purchased at the fixed price shown on the Bid Form) 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 Institution does not exercise either such option, but within twelve (12) months following the Bank Closing Date
obtains the right to occupy all or any portion of such Bank Premises (the “Subsequently Occupied Space”), whether by
assignment, lease, sublease, purchase or otherwise, other than in accordance with Section 4.6(a) or 4.6(b), the Assuming Institution
shall (i) effective as of the Bank Closing Date, purchase from the Receiver all Fixtures, all Furniture and Equipment, and
all Specialty Assets with an appraised value (as determined in accordance with Section 4.6(j)) of less than $10,000 owned by the
Failed Bank and located on or at the Subsequently Occupied Space as of the Bank Closing Date at Fair Market Value , (ii) accept
an assignment or a sublease of the leases or negotiate new leases for all Fixtures and Furniture and Equipment leased by the Failed
Bank and located on or at the Subsequently Occupied Space, 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 the Subsequently Occupied Space is located; provided that
the Receiver has not previously disposed of such Fixtures or Furniture and Equipment or Specialty Assets or repudiated the leases
referred to in clause (ii) or (iii).


 






    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               Agreement

February 21, 2013	23	 First Federal Bank
Lexington, Kentucky



    	 



    

 


(g)          Surrendering
Bank Premises.








 


(i)          If
the Assuming Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section
4.6(a) shall specify the intended Bank Premises Surrender Date. The Assuming Institution shall be responsible for promptly relinquishing
and releasing to the Receiver such Bank Premises and the Fixtures, the Furniture and Equipment and the Specialty Assets
located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank Closing Date, and at the
Bank Premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which
is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this
Agreement. By remaining in any such Bank Premises more than 180 days after the Bank Closing Date (unless the Assuming Institution
must do so to comply with Section 4.1 and has made appropriate arrangements with the Receiver and all applicable lessors), the
Assuming Institution 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 Bank Premises are located, and (y) be required to purchase all Fixtures
and all Furniture and Equipment owned by the Failed Bank and located on or at the Bank Premises as of the Bank Closing Date.


 


(ii)         If
the Assuming Institution elects not to accept an assignment of the lease or sublease of any leased Bank Premises, the notice of
such election in accordance with Section 4.6(b) shall specify the intended Bank Premises Surrender Date. The Assuming Institution
shall be responsible for promptly relinquishing and releasing to the Receiver such Bank Premises and the Fixtures, the Furniture
and Equipment and the Specialty Assets located thereon which existed at the time of the Bank Closing Date, in the same condition
as at the Bank Closing Date, and at the Bank Premises where they were inventoried at the Bank Closing Date, normal wear and tear
excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market
Value as determined in accordance with this Agreement. By failing to provide notice of its intention to surrender such Bank Premises
prior to the expiration of the option period specified in Section 4.6(b), or by remaining in any such Bank Premises more than 180
days after the Bank Closing Date (unless the Assuming Institution must do so to comply with Section 4.1 and has made appropriate
arrangements with the Receiver and all applicable lessors), the Assuming Institution shall, at the Receiver’s option, (x) be
deemed to have assumed all leases, obligations and liabilities with respect to such Bank Premises (including any ground lease with
respect to the land on which such Bank 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 Fixtures and all Furniture and Equipment owned by the Failed Bank at Fair Market Value and located on or at the Bank Premises
as of the Bank Closing Date.


 


(h)          Furniture
and Equipment and Certain Other Equipment. The Receiver hereby grants to the Assuming Institution an option to purchase all
Furniture and Equipment owned by the Failed Bank at Fair Market Value and located at any leased or owned Bank Premises (A) that
the Assuming Institution does not elect to purchase pursuant to Section 4.6(a) or (b) for which Assuming Institution does not elect
to take assignment of its lease pursuant to Section 4.6(b); provided that, the Assuming Institution shall give the Receiver notice
of its election to purchase such Furniture and Equipment at the time it gives notice of its intention to surrender such Bank Premises.



 




    	Whole Bank w/ Optional Shared Loss Agreements
Version
                                                                                                                                                                                               5.2
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                                                                                                                                                                                               Purchase
                                                                                                                                                                                               and
                                                                                                                                                                                               Assumption
                                                                                                                                                                                               Agreement

February 21, 2013	24	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(i)           Option
to Put Bank Premises and Related Fixtures, Furniture and Equipment.


 


(i)          For
a period of ninety (90) days following the Bank Closing Date, the Assuming Institution shall be entitled to require the Receiver
to purchase any Bank Premises that is owned, directly or indirectly, by an Acquired Subsidiary and the purchase price paid by the
Receiver shall be the Fair Market Value of the Bank Premises.


 


(ii)         If
the Assuming Institution elects to require the Receiver to purchase any Bank Premises that is owned, directly or indirectly, by
an Acquired Subsidiary, the Assuming Institution shall also have the option, exercisable within the same ninety (90) day time period,
to require the Receiver to purchase any Fixtures, any Furniture and Equipment and any Specialty Assets that are owned, directly
or indirectly, by an Acquired Subsidiary and are located on or at such Bank Premises and were utilized by the Failed Bank for banking
purposes. The purchase price paid by the Receiver shall be the Fair Market Value of the Fixtures, Furniture and Equipment and Specialty
Assets purchased.


 


(iii)        If
the Assuming Institution elects to exercise its options under this Section 4.6(i), the Assuming Institution shall pay to the
Receiver occupancy costs as described in Section 4.6(e) and shall surrender the Bank Premises in accordance with Section 4.6(g)(i).


 


(iv)         Regardless
of whether the Assuming Institution exercises any of its options under this Section 4.6(i), the purchase price for the Acquired
Subsidiary shall be adjusted by the difference between the Fair Market Value of the Bank Premises, the Fixtures, the Furniture
and Equipment and the Specialty Assets utilized by the Failed Bank for banking purposes and their respective Book Value as reflected
on the books and records of the Acquired Subsidiary. Such adjustment shall be made in accordance with Article VIII of this Agreement.


 


(j)            Option
to Purchase Specialty Assets. The Receiver hereby grants to the Assuming Institution an exclusive option for the period of
thirty (30) days commencing the day after the Receiver provides the Assuming Institution the appropriate appraisal to purchase
at Fair Market Value all, some or none of the Specialty Assets.


 


(k)           Data
Removal. The Assuming Institution shall, prior to returning any automated teller machine to Receiver and unless otherwise requested
by the Receiver, (i) remove all data from that automated teller machine and (ii) provide a written statement to the Receiver
that all data has been removed in a manner that renders it unrecoverable.


 


4.7.        Agreement
with Respect to Leased Data Management Equipment.


 


(a)          Option.
The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day
after Bank Closing to accept an assignment from the Receiver of all Leased Data Management Equipment. 


 




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February 21, 2013	25	 First Federal Bank
Lexington, Kentucky



    	 



    

 


(b)          Notices
Regarding Leased Data Management Equipment. The Assuming Institution 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 all Leased Data Management
Equipment and promptly accept an assignment or sublease of such Leased Data Management Equipment, and (ii) give written notice
to the appropriate lessor(s) that it has accepted an assignment or sublease of any such Leased Data Management Equipment that is
subject to a lease. 


 


(c)          Facilitation
by Receiver. The Receiver agrees to facilitate the assignment or sublease of Leased Data Management Equipment or the negotiation
of new leases or license agreements by the Assuming Institution; provided, that neither the Receiver nor the Corporation shall
be obligated to engage in litigation, make payments to the Assuming Institution 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)          Operating
Costs. The Assuming Institution agrees, during its period of use of any Leased Data Management Equipment and ending on the
date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such
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 any existing Leased Data Management Equipment leases entered into by the Failed
Bank, including without limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, insurance and
assessments.


 


(e)          Assuming
Institution’s Obligation. The Assuming Institution shall, not later than fifty (50) days after giving the notice provided
in Section 4.7(b), (i) relinquish and release to the Receiver or, at the direction of the Receiver, to a third party, all Leased
Data Management Equipment, in the same condition as at Bank Closing, normal wear and tear excepted, or (ii) accept an assignment
or a sublease of any existing Leased Data Management lease or negotiate a new lease or license agreement under this Section 4.7
with respect to Leased Data Management Equipment.


 


(f)          Data
Removal. The Assuming Institution shall, prior to returning any Leased Data Management Equipment, and unless otherwise requested
by the Receiver, (i) remove all data from the Leased Data Management Equipment and (ii) provide a written statement to the
Receiver that all data has been removed in a manner that renders it unrecoverable.


 


4.8.        Certain
Existing Agreements.


 


(a)          Assumption
of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date
which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the
Assuming Institution 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 Institution agrees to comply with the terms of each such agreement
for a period commencing on the day after the Bank Closing Date 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 the Bank Closing Date, 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
Institution 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 Institution. The Assuming Institution 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 Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution
assumes hereunder. In the event the Assuming Institution 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 Institution 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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February 21, 2013	26	 First Federal Bank
Lexington, Kentucky



    	 



    

 


 








  


(b)          Excluded
Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain
agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides loan servicing for others or loan servicing
is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly
owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) 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 (iv) 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 Institution does not assume any liabilities or acquire any rights under any
of the agreements described in this Section 4.8(b).


 


4.9.        Informational
Tax Reporting. The Assuming Institution 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 the Bank Closing Date, (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 Institution, as may be required by the Receiver. 


 


4.10.      Insurance.


 


(a)          Assuming
Institution to Insure. The Assuming Institution will obtain and maintain insurance coverage acceptable to the Receiver (including
public liability, fire, and extended coverage insurance) naming the Assuming Institution as the insured and the Receiver as additional
insured, effective from and after the Bank Closing Date, with respect to all (i) Bank Premises, and (ii) Fixtures, Furniture and
Equipment, Specialty Assets and Leased Data Management Equipment located on or at those Bank Premises. The Assuming Institution’s
obligation to insure and to maintain the Receiver as an additional insured on Bank Premises insurance coverage shall cease upon
either: (x) Bank Premises Surrender Date or (y) the date the Assuming Institution receives a deed from the Receiver for owned Bank
Premises or assumes the lease for leased Bank Premises.


   


(b)          Rights
of Receiver. If the Assuming Institution at any time from or after Bank Closing Date fails to (i) obtain or maintain any
of the insurance policies required by Section 4.10(a), (ii) pay any premium in whole or in part related to those insurance
policies, or (iii) provide evidence of those insurance policies acceptable to the Receiver, then the Receiver may in its sole
and absolute discretion, without notice, and without waiving or releasing any obligation or liability of the Assuming Institution,
obtain and maintain insurance policies, pay insurance premiums and take any other actions with respect to the insurance coverage
as the Receiver deem advisable. The Assuming Institution will reimburse the Receiver for all sums disbursed in connection with
this Section 4.10(b).


   




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February 21, 2013	27	 First Federal Bank
Lexington, Kentucky



    	 



    

  


4.11.     Office
Space for Receiver and Corporation; Certain Payments.


 


(a)          FDIC
Office Space. For the period commencing on the day following the Bank Closing Date and ending on the one hundred eightieth
(180th) day following the Bank Closing Date, the Assuming Institution will 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) (collectively, “FDIC Office Space”) at the Bank Premises occupied
by the Assuming Institution for the Receiver and the Corporation to use in the discharge of their respective functions with respect
to the Failed Bank.


 


(b)          Receiver’s
Right to Extend. Upon written notice by the Receiver or the Corporation, for the period commencing on the one hundred eighty
first (181st) day following the Bank Closing Date and ending no later than the three hundred and sixty-fifth (365th) day following
the Bank Closing Date, the Assuming Institution will continue to provide to the Receiver and the Corporation FDIC Office Space
at the Bank Premises. During the period from the 181st day following the Bank Closing Date until the day the FDIC and the Corporation
vacate FDIC Office Space, the Receiver and the Corporation will pay to the Assuming Institution their respective pro rata share
(based on square footage occupied) of (A) the market rental value for the applicable owned Bank Premises or (B) actual rent paid
for applicable leased Bank Premises.


 


(c)          Receiver’s
Relocation Right. If the Receiver or the Corporation determine that the space provided by the Assuming Institution is inadequate
or unsuitable, the Receiver and the Corporation may relocate to other quarters having adequate and suitable FDIC Office Space and
the costs of relocation shall be borne by the Assuming Institution and any rental and utility costs for the balance of the period
of occupancy by the Receiver and the Corporation shall paid in accordance with 4.11(b). 


 


(d)          Expenditures.
The Assuming Institution will pay such bills and invoices on behalf of the Receiver and the Corporation as the Receiver or the
Corporation may direct for the period beginning on the date of the Bank Closing Date and ending on Settlement Date. The Assuming
Institution shall submit its requests for reimbursement of such expenditures pursuant to Article VIII of this Agreement.


   


4.12.     Continuation
of Group Health Plan Coverage for Former Employees of the Failed Bank.


 


(a)          Continuation
Coverage. The Assuming Institution 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 the Bank Closing
Date, 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
Federal Insurance Administration Continuation Coverage Plan which provides for health insurance continuation coverage to such Eligible
Individuals and other persons who are qualified beneficiaries of the Failed Bank (“Qualified Beneficiaries”)
as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) § 607, 29
U.S.C. § 1167. The Assuming Institution shall consult with the Receiver and not later than five (5) Business Days after
the Bank Closing Date 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 ERISA § 603, 29 U.S.C. § 1163) has occurred and with respect to whom the Failed Bank’s
obligations under Part 6 of Subtitle B of Title I of ERISA, 29 U.S.C. §§ 1161-1169 have not been satisfied
in full, and such other information as the Receiver may reasonably require. The Receiver shall cooperate with the Assuming Institution
in order to permit it to prepare such notice and shall provide to the Assuming Institution such data in its possession as may be
reasonably required for purposes of preparing such notice.


 




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February 21, 2013	28	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(b)          Qualified
Beneficiaries; Expenses. The Assuming Institution 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
Federal Insurance Administration Continuation Coverage Plan as the Receiver may direct. All expenses incurred and paid by the Assuming
Institution (i) in connection with the obligations of the Assuming Institution under this Section 4.12, and (ii) in providing health
insurance continuation coverage to any Eligible Individuals who are hired by the Assuming Institution and such employees’
Qualified Beneficiaries shall be borne by the Assuming Institution.


 


(c)           Failed
Bank Employees. Unless otherwise agreed by the Receiver and the Assuming Institution, the Assuming Institution shall be responsible
for all salaries and payroll costs, including benefits, for all Failed Bank employees from the time of the closing of the Failed
Bank until the Assuming Institution makes a final determination as to whether such employee is to be retained by the Assuming Institution.
The Assuming Institution shall offer to the Failed Bank employees it retains employment benefits comparable to those the Assuming
Institution, offers its current employees. In the event the Receiver utilizes the services of any Failed Bank employee, the Receiver
shall reimburse the Assuming Institution for such cost through the settlement process described in Article VIII.


 


(d)          No
Third Party Beneficiaries. 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, Eligible Individual
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, Eligible Individual or Qualified
Beneficiary of such former employee) other than the Corporation, the Receiver and the Assuming Institution, any legal or equitable
right, remedy or claim under or with respect to the provisions of this Section 4.12.


   


4.13.      Interim
Asset Servicing. At any time after the Bank Closing Date, 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 Institution, including, without limitation, wholly unfunded Commitments
and assets and liabilities which may be acquired, funded or originated by the Receiver subsequent to the Bank Closing Date. 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 Institution agrees to service, administer and collect such pool assets in accordance
with, and for the term set forth in, Exhibit 4.13. 


  




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February 21, 2013	29	 First Federal Bank
Lexington, Kentucky



    	 



    

  


4.14.      [RESERVED]


 


4.15.      Loss
Sharing.


 


This Agreement includes no Shared-Loss
Agreements.


 


ARTICLE
V.           DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK.


 


5.1.        Payment
of Checks, Drafts, Orders and Deposits. Subject to Section 9.5, the Assuming Institution agrees to pay all properly drawn
checks, drafts, withdrawal orders and Assumed Deposits 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 Institution, to the extent that the Deposit balances to
the credit of the respective makers or drawers assumed by the Assuming Institution 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 Institution under this Agreement.


 


5.2.        Certain
Agreements Related to Deposits. Except as may be modified pursuant to Section 2.2, the Assuming Institution agrees to honor
the terms and conditions of any written escrow or loan servicing agreement or other similar agreement relating to a Deposit liability
assumed by the Assuming Institution pursuant to this Agreement.  


 


5.3.        Notice
to Depositors.


 


(a)          Assumption
of Deposits. Within seven (7) days after the Bank Closing Date, the Assuming Institution shall give notice by mail to each
depositor of the Failed Bank of (i) the assumption of the Deposit liabilities of the Failed Bank, and (ii) the procedures to claim
Deposits (the Receiver shall provide item (ii) to Assuming Institution). The Assuming Institution shall also publish notice of
its assumption of the Deposit liabilities of the Failed Bank in a newspaper of general circulation in the county or counties in
which the Failed Bank was located.


 


(b)          Notice
to Depositors. Within seven (7) days after the Bank Closing Date, the Assuming Institution shall give notices by mail to each
depositor of the Failed Bank, as required under Section 2.2.


   


(c)           Fee
Schedule. If the Assuming Institution proposes to charge fees different from those fees formerly charged by the Failed Bank,
the Assuming Institution shall include its fee schedule in its mailed notice.


 


(d)          Approval
of Notices and Publications. The Assuming Institution shall obtain approval of all notices and publications required by this
Section 5.3 from counsel for the Receiver prior to mailing or publication.


 


(e)          Validation.
To validate the notice requirements outlined in Section 5.3, the Assuming Institution shall provide the Receiver (i) an
Affidavit of Publication to meet the publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will
prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B after mailing the seven (7) day Notice to Depositors
as required under Section 5.3(b).


   




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February 21, 2013	30	 First Federal Bank
Lexington, Kentucky



    	 



    

  


ARTICLE
VI.          RECORDS.



 


6.1.        Transfer
of Records. In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming
Institution, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, any
and all Records of the Failed Bank, other than the following:


 


(a)          Records
pertaining to former employees of the Failed Bank who were no longer employed by the Failed Bank as of the Bank Closing Date and
Records pertaining to employees of the Failed Bank who were employed by the Failed Bank as of the Bank Closing Date and for whom
the Receiver is unable to obtain a waiver to release such Records to the Assuming Institution;


 


(b)          Records
pertaining to (i) any asset or liability of the Failed Bank retained by the Receiver, or (ii) any asset of the Failed Bank acquired
by the Receiver pursuant to this Agreement; and


 


(c)          any
other Records as determined by the Receiver.


 


6.2.        Transfer
of Assigned Records. The Receiver shall transfer to the Assuming Institution all Records described in Section 6.1 as soon
as practicable on or after the date of this Agreement.


 


6.3.        Preservation
of Records.


 


(a)          Assuming
Institution Records Retention. The Assuming Institution agrees that it will preserve and maintain for the joint benefit of
the Receiver, the Corporation and the Assuming Institution, all Records of which it has custody. The Assuming Institution 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. With respect to its obligations under this Section
6.3 regarding Electronically Stored Information, the Assuming Institution will complete the Data Retention Catalog attached hereto
as Schedule 6.3 and submit it to the Receiver within thirty (30) days following the Bank Closing Date. With respect to Electronically
Stored Information, the Assuming Institution must maintain those Records in an easily accessible and useable format. If such Records
are maintained by a third party vendor, the Assuming Institution is responsible for ensuring that the third party complies with
this Article.


   


(b)          Destruction
of Certain Records. With regard to all Records of which it has custody which are at least ten (10) years old as of the date
of the appointment of the Receiver, the Assuming Institution agrees to request written permission to destroy such records by submitting
a written request to destroy, specifying precisely which records are included in the request, to DRR– Records Manager, CServiceFDICDAL@FDIC.gov.


 


(c)          Destruction
of Records After Six Years. With regard to all Records of which it has custody which have been maintained in the custody of
the Assuming Institution after six (6) years from the date of the appointment of the Receiver, the Assuming Institution agrees
to request written permission to destroy such records by submitting a written request to destroy, specifying precisely which records
are included in the request, to DRR– Records Manager, CServiceFDICDAL@FDIC.gov.


  




    	Whole Bank w/ Optional Shared Loss Agreements
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February 21, 2013	31	 First Federal Bank
Lexington, Kentucky



    	 



    

  


6.4.        Access
to Records; Copies. The Assuming Institution agrees to permit the Receiver and the Corporation access to all Records of
which the Assuming Institution 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 pertaining
to Deposit account relationships; provided that in the event that the Failed Bank maintained one or more duplicate copies of such
Records, the Assuming Institution 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.
If the Receiver or Corporation is seeking access to a Record from the Assuming Institution, the Receiver or Corporation need not
provide a subpoena to obtain access to the Records in the Assuming Institution’s custody.


 


6.5.        Right
of Receiver or Corporation to Audit. The Receiver or the Corporation, their respective agents, contractors and employees,
may (but are not required to) perform an audit to determine the Assuming Institution’s compliance with this Agreement at
any time, by providing not less than ten (10) Business Days prior notice. The scope and duration of any such audit shall be at
the discretion of the Receiver or the Corporation, as the case may be. 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
Institution and the Receiver shall make such accounting adjustments, payments and withholdings as may be necessary to give retroactive
effect to such corrections.


 


ARTICLE
VII.         BID; INITIAL PAYMENT.


 


The Assuming Institution
has submitted to the Receiver a Deposit premium bid of 0% and an Asset discount bid of Five Million Eight Hundred Fifty Thousand
Dollars ($5,850,000.00) (the “Bid Amount”). 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 as reflected
on Schedule 7. On the Payment Date, the Assuming Institution will pay to the Corporation, or the Corporation will pay to
the Assuming Institution, as the case may be, the Initial Payment, together with interest on such amount (if the Payment Date is
not the day following the Bank Closing Date) from and including the day following the Bank Closing Date to and including the day
preceding the Payment Date at the Settlement Interest Rate.


   




    	Whole Bank w/ Optional Shared Loss Agreements
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February 21, 2013	32	 First Federal Bank
Lexington, Kentucky



    	 



    

  


ARTICLE
VIII.         ADJUSTMENTS; SETTLEMENT PROCESS. 



 


8.1.        Pro
Forma Statement. The Receiver, as soon as practicable after the Bank Closing Date, in accordance with the best information
then available, shall provide to the Assuming Institution 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, (a) liabilities and assets
of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which on the Bank Closing Date were carried
in the Failed Bank’s suspense accounts, (b) accruals as of the Bank Closing Date for all income related to the assets and
business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the
Failed Bank Records in the normal course of its operations, and (c) 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 the Bank Closing Date
as reflected on the Failed Bank Records of the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be restated
to $1 pursuant to the Equity Method of Accounting. Any Asset purchased by the Assuming Institution or any asset of an Acquired
Subsidiary purchased by the Assuming Institution pursuant to Section 3.1 which was partially or wholly charged off during the period
beginning the day after the Bid Valuation Date to the date of the Bank Closing Date 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.


 


8.2.       Correction
of Errors and Omissions; Other Liabilities.  


 


(a)          Adjustments
to Correct Errors. 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 Failed Bank Records, except that adjustments
made pursuant to this Section 8.2(a) are not intended to bring the Failed Bank Records into accordance with generally accepted
accounting principles.


 


(b)          Receiver’s
Rights Regarding Other Liabilities. 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 the Bank Closing Date, the Receiver
may, in its discretion, at any time, require that such claim be assumed by the Assuming Institution 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 Institution pursuant to Section 8.1 as may be necessary.


 


8.3.        Payments.
The Receiver agrees to cause to be paid to the Assuming Institution, or the Assuming Institution 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 Institution agree to effect on the Settlement Date any further
transfer of assets to or assumption of liabilities or claims by the Assuming Institution as may be necessary in accordance with
Section 8.1 or Section 8.2.  


   


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 the Bank
Closing Date to and including the day preceding the payment at the Settlement Interest Rate.


   




    	Whole Bank w/ Optional Shared Loss Agreements
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February 21, 2013	33	 First Federal Bank
Lexington, Kentucky



    	 



    

  


8.5.        Subsequent
Adjustments. In the event that the Assuming Institution 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 Institution
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.  


 


9.1.       General
Matters. The parties hereto 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.


 


9.2.        Additional
Title Documents. The Receiver, the Corporation and the Assuming Institution each shall, at any time, and from time to time,
upon the request of any party hereto, 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 Institution 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
Institution. The Assuming Institution shall be responsible for recording such instruments and documents of conveyance at its own
expense.


 


9.3.        Claims
and Suits.


 


(a)          Defense
and Settlement. The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the
Assuming Institution with respect to which the Receiver has indemnified the Assuming Institution 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 Institution 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 the Bank Closing Date. The exercise by the Receiver of any rights under this
Section 9.3(a) shall not release the Assuming Institution with respect to any of its obligations under this Agreement.


   


(b)          Removal
of Actions. 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.


 


9.4.        Payment
of Deposits. In the event any depositor does not accept the obligation of the Assuming Institution to pay any Deposit liability
of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement and asserts a claim against the Receiver for
all or any portion of any such Deposit liability, the Assuming Institution 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 Institution at the
time such claim is made. Upon payment by the Assuming Institution to the Receiver of such amount, the Assuming Institution 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.  


   




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February 21, 2013	34	 First Federal Bank
Lexington, Kentucky



    	 



    

  


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 Institution 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 Institution to withhold payment of all or any portion of any such deposit balance.
Upon such direction, the Assuming Institution 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 Institution 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 Institution shall return
all or any portion of such deposit balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming Institution
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 9.5, the Assuming Institution shall not be obligated to return
such deposit balance to the Receiver or the Corporation. The Assuming Institution 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 Institution
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 9.5.


  


9.6.        Proceedings
with Respect to Certain Assets and Liabilities.


 


(a)          Cooperation
by Assuming Institution. 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 Institution shall cooperate to the extent reasonably required by the Receiver.


 


(b)          Access
to Records. In addition to its obligations under Section 6.4, the Assuming Institution 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 Acquired Subsidiaries, and (ii) its books and Records, the books and Records of such Acquired
Subsidiaries and all Credit Files, and copies thereof. Copies of books, Records and Credit Files shall be provided by the Assuming
Institution as requested by the Receiver and the costs of duplication thereof shall be borne by the Receiver.


 


(c)          Loan
Documents. 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 Institution to the Receiver pursuant to Section 3.6, the Assuming Institution 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 Institution or any Affiliate of the Assuming Institution relating to the transferred
Loan.


   




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February 21, 2013	35	 First Federal Bank
Lexington, Kentucky



    	 



    

  


9.7.        Information.
The Assuming Institution 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 Institution
to assist in preparation of the Pro Forma statement pursuant to Section 8.1.


 


9.8.        Tax
Ruling. The Assuming Institution shall not at any time, without the Corporation’s prior 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 or Corporation pursuant to this Agreement.


 


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 the Bank Closing Date
evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the
board of directors of the Assuming Institution, 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 Institution, and any
agreements, documents, matters or proceedings contemplated hereby or thereby.


   


ARTICLE
XI.          REPRESENTATIONS AND WARRANTIES OF THE ASSUMING
INSTITUTION. 


 


The Assuming Institution
represents and warrants to the Corporation and the Receiver as follows:


 


11.1.      Corporate
Existence and Authority. The Assuming Institution (a) 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 (b) has full power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The Assuming Institution has taken all necessary corporate (or other applicable governance) action to authorize the
execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby. 


 


11.2.      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 Institution
of this Agreement, other than such consents as have been duly obtained and are in full force and effect.


 


11.3.      Execution
and Enforceability. This Agreement has been duly executed and delivered by the Assuming Institution 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 Institution, enforceable in accordance with its terms.


   




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February 21, 2013	36	 First Federal Bank
Lexington, Kentucky



    	 



    

  


11.4.     Compliance
with Law.


 


(a)          No
Violations. Neither the Assuming Institution 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
Institution 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 Institution or of any of its Subsidiaries, or the ownership
of the properties of the Assuming Institution 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 Institution or the ability of the Assuming Institution to perform, satisfy or observe any obligation or condition
under this Agreement.


 


(b)          No
Conflict. Neither the execution and delivery nor the performance by the Assuming Institution of this Agreement will result
in any violation by the Assuming Institution 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.


 


11.5.      Insured
or Guaranteed Loans. If any Loans being transferred pursuant to this Agreement are insured or guaranteed by any department
or agency of any governmental unit, federal, state or local, Assuming Institution represents that Assuming Institution has been
approved by such agency and is an approved lender or mortgagee, as appropriate, if such approval is required. The Assuming Institution
further assumes full responsibility for determining whether or not such insurance or guarantees are in full force and effect on
the date of this Agreement and with respect to those Loans whose insurance or guaranty is in full force and effect on the date
of this Agreement, Assuming Institution assumes full responsibility for doing all things necessary to insure such insurance or
guarantees remain in full force and effect. Assuming Institution agrees to assume all of the obligations under the contract(s)
of insurance or guaranty and agrees to cooperate with the Receiver where necessary to complete forms required by the insuring or
guaranteeing department or agency to effect or complete the transfer to Assuming Institution.


 


11.6.      Representations
Remain True. The Assuming Institution 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 Institution 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.


 


11.7.      No
Reliance; Independent Advice. The Assuming Institution is not relying on the Receiver or the Corporation for any business,
legal, tax, accounting, investment or other advice in connection with this Agreement and the Exhibits hereto and documents delivered
in connection with the foregoing, and has had adequate opportunity to consult with advisors of its choice in connection therewith.



   




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February 21, 2013	37	 First Federal Bank
Lexington, Kentucky



    	 



    

  


ARTICLE
XII.         INDEMNIFICATION.


 


12.1.      Indemnification
of Indemnitees. From and after the Bank Closing Date and subject to the limitations set forth in this Section 12.1 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 Section 12.2(d), 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 Institution
pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of
the Assuming Institution for which indemnification is provided:


   


(a)           hereunder
in this Section 12.1, subject to certain exclusions as provided in Section 12.1(b):


 


(i)          claims
based on the rights of any shareholder or former shareholder as such of (A) the Failed Bank, or (B) any Subsidiary or Affiliate
of the Failed Bank;


 


(ii)         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 the Bank Closing Date;


 


(iii)        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;


 


(iv)        claims
based on any action or inaction prior to the Bank Closing Date 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;


 


(v)         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;


 


(vi)        claims
based on any failure or alleged failure (not in violation of law) by the Assuming Institution to continue to perform any service
or activity previously performed by the Failed Bank which the Assuming Institution 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 Institution elected not to
assume in accordance with this Agreement and which neither the Assuming Institution nor any Subsidiary or Affiliate of the Assuming
Institution has assumed subsequent to the execution hereof;


 


(vii)       claims
arising from any action or inaction of any Indemnitee, including for purposes of this Section 12.1(a)(vii) 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


   




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February 21, 2013	38	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(viii)      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 Section 12.1(a)(vii) and (viii), no indemnification will be provided under this
Agreement for any:


 


(i)          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 the
Bank Closing Date, unless any such judgment, fine or amount paid in settlement exceeds the greater of (A) the Repurchase Price
of such Asset, or (B) the monetary recovery sought on such Asset by the Assuming Institution 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;


 


(ii)         claims
with respect to any liability or obligation of the Failed Bank that is expressly assumed by the Assuming Institution pursuant to
this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming
Institution;


 


(iii)        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 Institution pursuant to this Agreement or
subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution;


 


(iv)        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 the Bank Closing Date;


 


(v)         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;


   




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February 21, 2013	39	 First Federal Bank
Lexington, Kentucky



    	 



    

  


(vi)        claims
based on the rights of any present or former creditor, customer, or supplier as such of the Assuming Institution or any Subsidiary
or Affiliate of the Assuming Institution;


 


(vii)       claims
based on the rights of any present or former shareholder as such of the Assuming Institution or any Subsidiary or Affiliate of
the Assuming Institution regardless of whether any such present or former shareholder is also a present or former shareholder of
the Failed Bank;


 


(viii)      claims,
if the Receiver determines that the effect of providing such indemnification would be to (A) expand or alter the provisions of
any warranty or disclaimer thereof provided in Section 3.3 or any other provision of this Agreement, or (B) create any warranty
not expressly provided under this Agreement;


 


(ix)         claims
which could have been enforced against any Indemnitee had the Assuming Institution not entered into this Agreement;


 


(x)          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 Institution;


 


(xi)         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 sole and absolute 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 Institution or its Subsidiaries or Affiliates;


 


(xii)        claims
or actions which constitute a breach by the Assuming Institution of the representations and warranties contained in Article XI;


 


(xiii)       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


 


(xiv)      claims
based on, related to or arising from any asset, including a loan, acquired or liability assumed by the Assuming Institution, other
than pursuant to this Agreement.


 


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:


   




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February 21, 2013	40	 First Federal Bank
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(a)          give
written notice to the Regional Counsel (Litigation Branch) of the Corporation in the manner and at the address provided in Section
13.6 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 and absolute 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 such
Person 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 thereto; 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


 


(g)          take
such reasonable action as the Receiver may request in writing as necessary to preserve, protect or enforce the rights of the Indemnitee
against any Primary Indemnitor.


 


12.3.      No
Additional Warranty. Nothing in this Article XII shall be construed or deemed to (a) 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, documentation, condition or freedom from liens or encumbrances,
of any (i) Asset, or (ii) asset of the Failed Bank purchased by the Assuming Institution subsequent to the execution of this Agreement
by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, or (b) create any warranty not expressly
provided under this Agreement with respect thereto.


 


12.4.      Indemnification
of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution 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:


   




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February 21, 2013	41	 First Federal Bank
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(a)          claims
based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement
or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, 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 Section 12.1(a)(vii) or (viii);


 


(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 Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6),
other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and


   


(c)          claims
based on any failure of the Assuming Institution to comply with any provision of Article VI.


 


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.


 


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 (a) the Person
is successful on the merits or otherwise in the defense against any such action, suit or proceeding, or (b) such action, suit or
proceeding is terminated without the imposition of liability on such Person. 


 


12.7.      Limited
Guaranty of the Corporation. The Corporation hereby guarantees performance of the Receiver’s obligation to indemnify
the Assuming Institution as set forth in this Article XII. It is a condition to the Corporation’s obligation hereunder that
the Assuming Institution 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. 


   




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February 21, 2013	42	 First Federal Bank
Lexington, Kentucky



    	 



    

  


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.


 


13.1.     Costs,
Fees, and Expenses. All fees, costs and expenses incurred by a party in connection with this Agreement (including the performance
of any obligations or the exercise of any rights hereunder) shall be borne by such party unless expressly otherwise provided;
provided that the Assuming Institution 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.
Further, the Assuming Institution shall be responsible for the payment of MERS routine transaction charges.


 


13.2.     WAIVER
OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, 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 AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY. 


 


13.3.     Consent;
Determination or Discretion. When the consent or approval of a party is required under this Agreement, such consent or
approval shall be obtained in writing and unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When
a determination or decision is to be made by a party under this Agreement, that party shall make such determination or decision
in its reasonable discretion unless expressly otherwise provided. 


 


13.4.      Rights
Cumulative. Except as expressly otherwise provided herein, the rights of each of the parties under this Agreement are cumulative,
may be exercised as often as any party considers appropriate and are in addition to each such party’s rights under this Agreement,
any of the agreements related thereto or under applicable law. 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,
unless expressly otherwise provided.


 


13.5.      References.
References in this Agreement to Recitals, Articles, Sections, Schedules and Exhibits are to Recitals, Articles, Sections, Schedules
and Exhibits of this Agreement, respectively, unless the context indicates that a Shared-Loss Agreement is intended. References
to parties are to the parties to this Agreement. Unless expressly otherwise provided, references to days and months are to calendar
days and months respectively. In any case where a notice or other action is due on a day which is not a Business Day, such notice
or other action may be delayed until the next-succeeding Business Day. Article and Section headings are for convenient reference
and shall not affect the meaning of this Agreement. References to the singular shall include the plural, as the context may require,
and vice versa.


 


13.6.      Notice.
 


 


(a)           Form
of Notices. All notices shall be given in writing and provided in accordance with the provisions of this Section 13.6, unless
expressly otherwise provided.


   




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(b)         Notice
to the Receiver or the Corporation. With respect to a notice under this Agreement:


   


Federal Deposit Insurance
Corporation


1601 Bryan Street


Dallas, Texas 75201


Attention: Settlement
Agent


 


In addition, with respect
to notices under Section 4.6, with a copy to:


 


BankPremiseNotice@fdic.gov 


 


In addition, with respect
to notice under Article XII:


 


Federal Deposit
Insurance Corporation


1601 Bryan
Street


Dallas, TX
75201


Regional
Counsel (Litigation Branch)


 


In addition, with respect
to communications under Exhibit 4.13, a copy to:


 


Federal Deposit
Insurance Corporation


1601 Bryan
Street


Dallas, TX
75201


Attention:
Interim Servicing Manager, Mark Arvizu


MaArvizu@FDIC.gov


 


(c)          Notice
to Assuming Institution. With respect to a notice under this Agreement:


 


Your Community Bank


101 W. Spring Street


New Albany, Indiana 47150


Attention: Paul Chrisco, Executive Vice President


 


13.7.      Entire
Agreement. This Agreement and the Shared-Loss Agreements, if any, including the Schedules and Exhibits hereto and thereto,
embody the entire agreement of the parties hereto in relation to the subject matter herein and supersede all prior understandings
or agreements, oral or written, between the parties. 


 


13.8.     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.


 


13.9.     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.


  




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13.10.   Successors
and Assigns.


   


(a)           Binding
on Successor and Assigns; Assignments. All terms and conditions of this Agreement shall be binding on the successors and assigns
of the Receiver, the Corporation and the Assuming Institution. The Receiver
may assign or otherwise transfer this Agreement and the rights and obligations of the Receiver hereunder (in whole or in part)
to the Corporation in its corporate capacity without the consent of Assuming Institution. Notwithstanding anything to the contrary
contained in this Agreement, the Assuming Institution may not assign or otherwise transfer this Agreement or any of the Assuming
Institution’s rights or obligations hereunder (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 and absolute discretion.


 


(b)          No
Third Party Beneficiaries. 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 Institution 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 Institution and for the benefit of no other Person.


 


13.11.   Modification.
No amendment or other modification, rescission or release of any part of this Agreement or a Shared-Loss Agreement, if any, shall
be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties.


 


13.12.   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.


 


13.13.   Waiver.
Each of the Receiver, the Corporation and the Assuming Institution 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 Institution 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 Institution 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.


 


13.14.   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.


 




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13.15.   Term
of Agreement. This Agreement shall continue in full force and effect until the tenth (10th) anniversary of the Bank Closing
Date; provided that the provisions of Sections 6.3 and 6.4 shall survive the expiration of the term of this Agreement; and
provided further that the receivership of the Failed Bank may be terminated prior to the expiration of the term of this Agreement,
and 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 of this Agreement. Expiration of the term of this Agreement shall not affect any claim
or liability of any party with respect to any (a) amount which is owing at the time of such expiration, regardless of when such
amount becomes payable, and (b) breach of this Agreement occurring prior to such expiration, regardless of when such breach is
discovered.


 


13.16.   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]


  




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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 FIRST FEDERAL BANK
	 	LEXINGTON, KENTUCKY
	 	 	 
	 	BY:	/s/ Steven A. Carr
	 	 	 
	 	NAME:	Steven A. Carr
	 	 	 
	 	TITLE:	Receiver in Charge


 


	Attest: 	 
	 	 
	/s/ Steven L. Sullivan	 


 


	 	FEDERAL DEPOSIT INSURANCE CORPORATION
	 	 	 
	 	BY:	/s/ Steven A. Carr
	 	 	 
	 	NAME:	Steven A. Carr
	 	 	 
	 	TITLE:	Attorney in Fact


 


	Attest:	 
	 	 
	/s/ Steven L. Sullivan	 


 


	 	YOUR COMMUNITY BANK
	 	 	 
	 	BY:	/s/ James D. Rickard
	 	 	 
	 	NAME:	James D. Rickard
	 	 	 
	 	TITLE:	Director


 


	Attest:	 
	 	 
	/s/ Paul A. Chrisco	 


 




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SCHEDULE 2.1(a) 


 


Accounts Excluded from P&A Transaction


 


First Federal Bank


Lexington, Kentucky


 


As of February 7, 2013, First Federal Bank
did not have 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. This schedule
will be updated post closing with data as of Bank Closing date.


 




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SCHEDULE 3.2


 


PURCHASE PRICE OF ASSETS OR ANY OTHER
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 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:	 	Book Value
	 	 	 	 
	(f)	safe deposit business, safekeeping business and trust business, if any:	 	Book Value
	 	 	 	 
	(g)	Records and other documents:	 	Book Value
	 	 	 	 
	(h)	Other Real Estate:	 	Book Value
	 	 	 	 
	(i)	all repossessed collateral, such as boats, motor vehicles, aircraft, trailers, and fire arms	 	Book Value
	 	 	 	 
	(j)	capital stock of any Acquired Subsidiaries (subject to Section 3.2(b), and FHLB stock:	 	Book Value
	 	 	 	 
	(k)	amounts owed to the Failed Bank by any Acquired Subsidiaries:	 	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 Financial Contracts:	 	As provided in Section 3.2(c)



  



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	(o)	rights of the Failed Bank to have loan servicing provided to the Failed Bank by others and related contracts:	 	Book Value
	 	 	 	 
	(q)	Personal Computers and Owned Data Management Equipment:	 	Fair Market Value
	 	 	 	 
	(r)	Safe Deposit Boxes	 	Fair Market Value




  


 Assets subject to an option to purchase:


 


	(a)	Bank Premises with a fixed price:	 	As set forth in the Bid Form
	 	 	 	 
	 	All other Bank Premises	 	Fair Market Value
	 	 	 	 
	(b)	Furniture and Equipment:	 	Fair Market Value
	 	 	 	 
	(c)	Fixtures:	 	Fair Market Value
	 	 	 	 
	(d)	Other Equipment:	 	Fair Market Value
	 	 	 	 
	(e)	Specialty Assets	 	Fair Market Value




  




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SCHEDULE 3.5(l)


 


EXCLUDED SECURITIES


  


	ASSET NAME/DESCRIPTION	 	ORIGINAL
 FACE/PAR	 	 	BOOK VALUE	 	 	#Shares
	FHLMC - C/S & P/S	 	$	20,446.00	 	 	$	5,962.14	 	 	 
	Gov't Obligations Fund	 	$	21,029.00	 	 	$	21,029.00	 	 	 
	Independent Community Bankcorp C/S	 	$	60,000.00	 	 	$	60,000.00	 	 	20





 




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SCHEDULE 4.1(b)


 


BANK PREMISES IN UNDERSERVED AREAS


  


NONE


 


This schedule may be amended post closing.


   




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SCHEDULE 6.3


 


DATA RETENTION CATALOG


 





  




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SCHEDULE 7


 


Accounts Excluded from Calculation of
Deposit Franchise Bid Premium


 


First Federal Bank


Lexington, Kentucky 


 


The accounts identified below will pass
to the Assuming Institution (unless otherwise noted). When calculating the premium to be paid on Assumed Deposits in a purchase
and assumption transaction, the FDIC will exclude the following categories of deposit accounts:


 


	Category	 	Description	 	Amount	 
	I	 	Non-DO Brokered Deposits	 	$	939,725.10	 
	II	 	CDARS	 	$	0.00	 
	III	 	Market Place Deposits	 	$	0.00	 
	 	 	Total deposits excluded from calculation of premium	 	$	939,725.10	 



 


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
two 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 First Federal Bank.


 


Non-DO Brokered Deposits pass to the Assuming
Institution, 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 the Bank Closing Date.


 


If First Federal Bank had any DO Brokered
Deposits (Cede & Co as Nominee for DTC), they are excluded from Assumed Deposits in the Purchase and Assumption Agreement.


 


II.  CDARS 


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


 


First Federal 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 Purchase and Assumption
Agreement.


  




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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.


 


First Federal Bank does not have QwickRate®
deposits as identified above. The QwickRate® deposits are reported as time deposits in the Call Report. This list
will be updated post-closing with balances as of the Bank Closing Date.


 


This schedule provides account categories
and balances as of the date of the deposit download, or as indicated. The deposit franchise bid premium will be calculated using
account categories and balances as of the 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.


 


Schedule 7– 


Deposit Detail Report


(As of February 7, 2013)


 


Non-DO Broker 


 


	Account
 Number	 	GL
 Code	 	 	Current
 Balance	 	 	Accrued
 Interest	 	 	FI Type	 	 	Interest
 Rate	 
	[individual
 deposit
 information
 redacted]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	 	 	 	937,920.78	 	 	 	1,804.32	 	 	 	 	 	 	 	 	 



 


CDARS – None


 


QwickRate – None


   




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EXHIBIT 2.3A


 


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.



   







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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]


 







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EXHIBIT 2.3B


 


AFFIDAVIT OF MAILING


 


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	 


 


 







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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 Institution but are not subject to adjustment from Book Value.


 


		C.	Adjustment



 


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


 


		D.	Methodology



 


		1.	The price at which the Assuming Institution 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 Institution 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.



 


 







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 February 21, 2013	60	 First Federal Bank
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		(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.



 


		(v)	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 Institution as of the Bank Closing Date. If quotes from securities dealers cannot be obtained, an appraiser acceptable
to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or
other techniques, as appropriate.



 









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Version 5.2 – Purchase and Assumption Agreement
 February 21, 2013	61	 First Federal Bank
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EXHIBIT 4.13


 


INTERIM ASSET SERVICING ARRANGEMENT


 


This Interim Asset
Servicing Arrangement is made pursuant to and as of the date of that certain Purchase and Assumption Agreement (the “Purchase
and Assumption Agreement”) among the Receiver, the Assuming Institution and the Corporation, to which this Arrangement
is attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 shall have the meanings assigned to such terms
in the Agreement.


 


(a)          With respect
to each asset or liability designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to
this Interim Asset Servicing Arrangement (the “Arrangement”), including any assets or liabilities sold or conveyed
by the Receiver to any party other than the Assuming Institution (any such party, a “Successor Owner”) but with
respect to which the Receiver has an obligation to service or provide servicing support (such assets and liabilities, the “Pool
Assets”), for certain loans (the “Loans”) during the term of this Arrangement the Assuming Institution
shall service or provide servicing support to the Pool Assets as described in this Exhibit 4.13.


 


If the Assuming Institution
is an approved or qualified servicer for any government sponsored entity (each, a “GSE”) and if any of the Loans
are owned by a GSE, the Assuming Institution shall service or provide servicing support for the Loans owned by a GSE in accordance
with the guidelines promulgated by and its agreements with the applicable GSE. If the Assuming Institution is not an approved or
qualified servicer for a GSE or the Loans are not owned by a GSE, then the Assuming Institution shall service or provide servicing
support for the Loans in accordance with the following:


 


(i)       promptly
post and apply payments received to the applicable system of record;


 


(ii)      reverse
and return insufficient funds checks;


 


(iii)     pay
(A) participation payments to participants in Loans, as and when received; (B) tax and insurance bills, as they come due, out of
any escrow funds maintained for such purposes; and (C) unfunded commitments and protective advances out of any escrow funds created
for such purposes;


 


(iv)     process
funding draws under Loans and protective advances in connection with collateral and acquired property, in each case, as and to
the extent authorized and funded by the Receiver;


 


(v)      maintain
in use all data processing equipment and systems and other systems of record on which any activity with respect to any Pool Assets
are, or prior to the Bank Closing Date, were, recorded, and maintain all historical data on any such systems as of the Bank Closing
Date and not, without the express consent of the Receiver (which consent must be sought at least sixty (60) days prior to
taking any action), deconvert, remove, transfer or otherwise discontinue use of any of the Failed Bank’s systems of record
with respect to any Pool Asset;


 


 







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 February 21, 2013	62	 First Federal Bank
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(vi)     maintain
accurate records reflecting (A) payments received by the Assuming Institution, (B) information received by the Assuming Institution
concerning changes in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming Institution,
including checks returned for insufficient funds;


 


(vii)    send
(A) billing statements to Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank or as are requested
by the Receiver) and (B) notices to Obligors who are in default on Loans (in the same manner as the Failed Bank or as are requested
by the Receiver);


 


(viii)   employ
a sufficient number of qualified employees to provide the services required to be provided by the Assuming Institution pursuant
to this Arrangement (with the number and qualifications of such employees to be not less than the number and qualifications of
employees employed by the Failed Bank to perform such functions as of the Bank Closing Date);


 


(ix)      hold
in trust any Credit Files and any servicing files in the possession or on the premises of the Assuming Institution for the Receiver
or the Successor Owner (as applicable) and segregate from the other books and records of the Assuming Institution and appropriately
mark such Credit Files and servicing files to clearly reflect the ownership interest of the Receiver or the successor owner (as
applicable);


 


(x)      send
to the Receiver (indicating closed bank name and number), Attn: Interim Servicing Manager, at the email address provided in Section
13.6 of the Purchase and Assumption Agreement, or to such other person at such address as the Receiver may designate, via overnight
delivery: (A) on a weekly basis, weekly reports, including, without limitation, reports reflecting collections and trial balances,
and (B) any other reports, copies or information as may be requested from time to time by the Receiver, including, if requested,
copies of (1) checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other remittances for
payment to participants or for taxes, insurance, funding advances and protective advances, (4) pay-off requests, and (5) notices
to defaulted Obligors;


 


(xi)      remit
on a weekly basis to the Receiver (indicating closed bank name and number), Attn: DRR Cashier Unit, Business Operations Support
Branch, in the same manner as provided in paragraph (a)(x), via wire transfer to the account designated by the Receiver, or to
such other person at such other address and/or account as the Receiver may designate, all payments received;


 


(xii)     prepare
and timely file all information reports with appropriate tax authorities, and, if requested by the Receiver, prepare and file tax
returns and remit taxes due on or before the due date;


 


(xiii)    provide
and furnish such other services, operations or functions, including, without limitation, with regard to any business, enterprise
or agreement which is a Pool Asset, as may be requested by the Receiver;


 


 







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 February 21, 2013	63	 First Federal Bank
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(xiv)   establish
a custodial account for the Receiver and for each successor owner at the Assuming Institution, each of which shall be interest
bearing, titled in the name of Assuming Institution, in trust for the Receiver or the successor owner (as applicable), in each
case as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets separate and apart from
any of the Assuming Institution’s own funds and general assets; and


 


(xv)    no
later than the end of the second Business Day following receipt thereof, deposit into the applicable custodial account and retain
therein all funds collected and received with respect to the Pool Assets.


 


Notwithstanding anything to the contrary
in this Exhibit, the Assuming Institution 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 Institution shall promptly notify the Receiver,
at the address referred to above in paragraph (a)(x), of any claims or legal actions regarding any Pool Asset.


 


(b)          In
consideration for the provision of the services provided pursuant to this Arrangement, the Receiver agrees to reimburse the Assuming
Institution for the actual, reasonable and necessary expenses incurred in connection with the performance of its duties pursuant
to this Arrangement, including shared services of photocopying, postage, express mail, core data processing (allocated on a per
loan basis based on historical actual costs) and amounts paid for employee services (based upon the number of hours spent performing
servicing duties).


 


(c)          The
Assuming Institution shall provide the services described herein for a term of up to three hundred sixty-five (365) days after
the Bank Closing Date. The Receiver may terminate the Arrangement at any time upon not less than sixty (60) days notice to the
Assuming Institution without any liability or cost to the Receiver other than the fees and expenses due to the Assuming Institution
as of the termination date pursuant to paragraph (b) above.


 


(d)          At
any time during the term of this Arrangement, the Receiver may, upon not less than thirty (30) days prior written notice to the
Assuming Institution, remove one or more Pool Assets, and at the time of such removal the Assuming Institution’s responsibility
with respect thereto shall terminate.


 


(e)          At
the expiration of this Arrangement or upon the termination of the Assuming Institution’s responsibility with respect to any
Pool Asset pursuant to paragraph (d) hereof, the Assuming Institution shall:


 


(i)       deliver
to the Receiver (or its designee) all of the Credit Documents and 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 designees (including,
without limitation, its contractors and persons to which any Pool Assets are conveyed).


 


(f)           At
the request of the Receiver, the Assuming Institution 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 and its designees (including, without limitation, its contractors and any
actual or potential successor owners) (i) 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 to facilitate due diligence
by actual and potential successor owners, and (ii) access to employees of the Assuming Institution involved in the management of,
or otherwise familiar with, the Pool Assets.


  


 







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 February 21, 2013	64	 First Federal Bank
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(g)          Until
such time as the Arrangement expires or is terminated, without limitation of its obligations set forth above or in the Purchase
and Assumption Agreement and without any additional consideration (other than that set forth in paragraph (b) above), the Assuming
Institution shall provide the Receiver and its designees (including, without limitation, its contractors and actual and potential
successor owners) with the following, as the same may be requested:


 


(i)       access
to and the ability to obtain assistance and information from personnel of the Assuming Institution, including former personnel
of the Failed Bank and personnel of third party consultants;


 


(ii)      access
to and the ability to use and download information from data processing systems and other systems of record on which information
regarding Pool Assets or any assets transferred to or liabilities assumed by the Assuming Institution is stored or maintained (regardless
of whether information with respect to other assets or liabilities is also stored or maintained thereon); and


 


(iii)     access
to and the ability to use and occupy office space (including parking facilities and vault space), facilities, utilities (including
local telephone service and facsimile machines), furniture, equipment (including photocopying and facsimile machines), and technology
and connectivity (including email accounts, network access and technology resources such as shared drives) in the Bank Premises
occupied by the Assuming Institution.


 


 







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EXHIBIT 4.15A


 


SINGLE FAMILY SHARED-LOSS AGREEMENT  


 


 






 


INTENTIONALLY OMITTED


 


 







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 February 21, 2013	66	 First Federal Bank
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EXHIBIT 4.15B


 


COMMERCIAL SHARED-LOSS AGREEMENT


   


 






 


 INTENTIONALLY OMITTED


 


 







    	Whole Bank w/ Optional Shared Loss Agreements
Version 5.2 – Purchase and Assumption Agreement
 February 21, 2013	67	First Federal Bank
Lexington, Kentucky