PURCHASE AND ASSUMPTION AGREEMENT 


ALL DEPOSITS 


AMONG 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF BANK OF WYOMING, 


THERMOPOLIS, WYOMING 


FEDERAL DEPOSIT INSURANCE CORPORATION 


and 


CENTRAL BANK & TRUST, 


LANDER, WYOMING 


DATED AS OF 


JULY 10, 2009 

TABLE OF CONTENTS 


ARTICLE I 


ARTICLE II 


2.1 


2.2 

2.3 

2.4 

ARTICLE ill 

3.1 


3.2 

3.3 

3.4 

3 .5 


3.6 

ARTICLE IV 


4.1 


4.2 

4.3 

4.4 

4.5 

4.6 

4.7 

4.8 

4.9 

4 .10 


4. 11 


4. 12 


4. 13 


4 ..14 


DEFINI1'10NS .......................................................................................... 2 


ASSUMPTION OF LIABILITIES... .... .. .. ....... .. ... ............ .... .. ... ............... 9 


Liabilities Assumed by Assuming Bank.... ...... .................... ....... .......... ...... . 9 


Interest on Deposit Liabilities .................................................................... tO 


Unc lajmed Deposits ................................................................................... lO 


Employee Benefit Plans ............................................................................. 11 


PURCHASE O:F ASSETS ....................... ..... .. ...................... ....... ............ 11 


Assets Purchased by Assuming Bank .... ...... ... .. .......... ............................... 11 


Asset Purchase Price ....................................... ............... .... ........ ..... ...... ..... 12 


Manner of Conveyance; Limited Warranty; 


Nonrecourse; Etc .......... .... .. ..................... .... ........ .. .......... .. ............ . 13 


Puts of Assets to the Receiver. ....................................................................13 


Assets Not Purchased by Assuming Bank. .............................. .. .......... ...... 15 


Assets Essential to Rece·iver....... ........... .... ... ...... .... ............. .. ........ ......... ... 17 


ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS .. .. .... 18 


Continuation of Banking Business ............................................................ 18 


Agreement with Respect to Continuation of 


Group Health Plan Coverage for 


Agreement with Respect to Credit Card Business ..................................... 18 


Agreement with Respect to Safe Deposit Business .. ... .............................. 18 


Agreement with Respect to Safekeeping Business .................................... 18 


Agreement with Respect to Trust Bus iness ...............................................19 


Agreement with Resp ect to Bank Pre mi ses ............... .... ........... .... ......... .... 19 


Agreement with Respect to Leased Data 


Processing Equipment ... ... .............................. ................................22 


Agreement with Respect to Certain 


Existing Agreements ......................................................................23 


Informational Tax Reporting ............................................................ ..... .... 23 


Insurance ...... .. ......................... .. ... ...............................................................24 


Services for Receive r and Corporation ...... ..................... ...... ...... .. ............. 24 


Former Employees of the Failed Bank ..........................................24 


Agreement with Respect to Interim Asset Servicing.................................25 


Agreement with Respect to Option to Purchase Loan Pools .....................25 


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Module 2 .P&A w/ Loan Poo.ls- P&A Bank of Wyoming 


Version 1.04 Thermopolis. Wyoming 


July 7. 2009 
ARTICLEV 


5. 1 


5.2 

5.3 

ARTICLE VI 


6.1 

6.2 


6.3 

6.4 


ARTICLE VII 


ARTICLE Vill 


8.1 

8.2 

8.3 

8.4 

8.5 

ARTICLE IX 


9.1 

9.2 

9.3 

9.4 

9.5 

9.6 

9.7 


ARTICLE X 


ARTICLE XI 


DUTIES WITH RESPECT TO DEPOSITORS 


OF THE FAILED BANK ....................................................................... 25 


Payment of Checks, Drafts and Orde rs ......................................................25 


Certain Agreements Related to Depos its ............................. ............... .......26 


Notice to De positors ...................... .................. .......................................... 26 


RECORDS ................................. ............ .............................................. ..... 26 


Trans fer of Records ..... .......... ....... ............... ......... ... ...................... ....... ......26 


Delive ry of Ass igned Records ...................................................................27 


Preservation of Records ..................... ........................ ................................27 


Access to R ecords ; Copies ............. ............. .... .. ..... ...... ..... ...... ........ ... ........ 27 


BID; INITIAL PAYMENT ....................................................... .............. 28 


ADJUSTMENTS................ ...................................................................... 28 


Pro Fom1a Statement. .................................................................................28 


Correction of Enors and Omissions; Other Liabilities 


Payments .....................................................................................................29 


Inte rest .......................................................................................................29 


Subsequent Adjustments ...... ... .... ... ...................... ........... .. .......... .. ..... ........ 29 


CONTINUING COOPERATION ..........................................................30 


General Matters ....... ........ ....... ..... ................................................................30 


Add ition a l Title Documents .......................................................................30 


Claims a nd Suits ....... .... .......... ............... ........... ..................... ............ ........30 


Paymen t of Deposits ...... ..... ............... ...... ....... ...........................................30 


Withheld Payme nts ....................................................................................31 


Proceedings with Respect to Certain Assets 


and Liabi lities ............................ .................. .......................... ......... 3 1 


lnfonnation .... .................... .... ............. ........................... ..... .............. ..........32 


CONDITION' PRECEDENT .................................................................. 32 


REPRESENTATIONS AND WARRANTIES OF THE 


ASSUMING BANK .................................. ......................................... ...... 32 


Ill

Module 2 -P&A w/ Loan Poo.ls- P&A Bank of Wyoming 


Version 1.04 Thermopolis. Wyoming 


July 7. 2009 
ARTICLEXD 

12.1. 

12.2 

12.3 

12.4 

12.5 

12.6 

12.7 

12.8 

ARTICLE XIII 


13.1 

13.2 

13.3 

13.4 

13.5 

13.6 

13.7 

13.8 

13.9 

13. 10 


13.11 

13.12 

13.13 


SCHEDULES 

2.1 

2.l(a) 

3. 1 


3. L(e) 

3.l(i) 

3.2 


3.5(k) 


7 


EXIDBITS 

3.2(c) 

4. 13 


INDEMNIFICATION ............................................................................. 33 


Indemnification of Indemnitees .................................................................33 


Conditi ons Precedent to Indemnifi cation ..................................................36 


No Additional Warranty .............................................................................37 


Ind e mnification of Corporation and Rece ive r .............................. .............37 


Obligations Supplemental ..........................................................................38 


Criminal Claims ................... ......................... ...... ................................ .......38 


Limited G uaranty of the Corporation ........................................................38 


Subrogation ...... .......... ....................................................................... .........39 


MISCELLANEOUS ...................................................... .......................... 39 


Entire Agreement .......................................................................................39 


Headings ........... ........................ ......................................... ................ .........39 


Counterparts ................................................................................................39 


Governing Law ................. ............. .......................... ...... .... .............. ...... .... 39 


Successors ................... ......................... ... ..... ............... ........ ........................39 


Modification ; Ass ignment .... ........ .............. ............... ...... ......... ... ... ..... .... ...39 


Notice................................. ....... ................................. ...... ............. ... ......... . 40 


Manner of Payme nt ...... .................. ............................................................40 


Costs , Fees and Expenses ............................................. .............................. 41 


Waiver........................................................................................................ 41 


Severabi lity ........................................................................................ ....... ..41 


Tenn ofAgreement ..................................................................................... 4 1 


Survival of Covenants, Etc . .............................. ........ ................................. .41 


Certain Liabilities Assumed .......................................................................43 


Excluded De posit Liability Accou nts ........................................................44 


Certain Assets Purchased ............................. ....................... ......... ........... ....45 


Loans Fully Secured by Assumed Deposits ....... ...................................... .46 


Acquired Subsid iaries ................................................... ...... ....................... .47 


Purchase Pri ce of Assets o r assets ........................ .................................... .48 


Securities Not Purchased .................. ......................................................... 50 


Calculation of D e posit Premium .................................................................51 


Valuation of Certain Qualified Financial Contracts ..................................53 


Inte rim Asset Servicing Arrangement .......................................................55 


LV 

Module 2 -P&A w/ Loan Poo.ls- P&A Bank of Wyoming 


Version 1.04 Thermopolis. Wyoming 


July 7. 2009 
PURCHASE AND ASSUMPTION AGREEMENT 


ALL DEPOSITS 

THIS AGREEMENT, made and entered into as of July 10, 2009 by and among the 

FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF 

WYOMING, THERMOPOLIS, WYOMING (the "Receiver"), CENTRAL BANK & 

TRUST,, WYOMING, organized under the laws of the s tate of Wyoming, and having its 

principal p lace of bus iness in Lander , Wyoming (the "Ass uming Bank"), and the FEDERAL 

DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of 

America and having its principal office in Washington, D.C., acting in its corporate capacity (the 

"Corporati on"). 

WITNESSETH: 

WHEREAS, on Bank Closing, the Charteting Authority closed B ank ofWyoming (the 

"Failed Bank") pursuant to applicable law and the Corporation was appointed Receiver thereof; 

and 

WHEREAS, the Assuming Bank desires to purch ase certain assets and assume certain 

deposit and other liabilities of the Failed Bank on the terms and conditions set forth in this 

Agreement; and 

WHEREAS, purs uant to 12 U.S .C. Section 1823(c)(2) (A), the Corporation may provide 

assistance to the Assuming Ba nk to facilitate the transactions contemplated by thi s Agreement, 

whi ch assistance may include indemnification pursuant to Ar ticle XII; a nd 

WHEREAS, the Board ofDirectors of the Corporation (th e "Board") has determined to 

provide assistance to the Assuming Bank o n the terms and subj ect to the conditions set forth in 

thi s Agreeme nt; and 

WHEREAS, the Board has determined pursuant to 12 U.S.C. Section l823(c)(4 )(A) that 

such assistan ce is necesscu·y to meet th e obligation of the C orporati on to provide ins urance 

coverage for the insured deposits in the Failed Bank and is the least costly to the depos it 

insurance fund of all possible methods for meeting such obligation. 

NOW THEREFORE, in consideration of the mutual promises here in set forth and other 

valuab le cons ideration, the p arties hereto agree as follows: 

Module 2 -P&A w/ Loan Pools - P&A Bonk of Wyoming 


V ersion 1.04 Thermopolis. Wyoming 


July 7. 2009 
ARTICLE I 


DEFINITIONS 


Capitalized terms used in this Agreement shall have the meanings set forth in this Article 

I, or elsewhere in this Agreement. As used herein, words imparting the singular include the plural 

and vice versa. 

" Accounting Records" means the general ledger and subsidiary ledgers and 

supporting schedules which s upport the general ledger balances. 

"Acquired Subsidiaries" has the meaning provided in Section 3. 1. 

"Affiliate" of any Person means a ny director, officer, or e mployee of that Person 

and any other Person (i) who is directly or inclirectly controlling, or controlled by, or under direct 

or indirect common control with, s uch Person, or (ii) who is an affi liate of such Perso n as the 

te rm "affili ate" is defined in Section 2 of the Bank Ho lding Company Act of 1956, as amended , 

12 U.S.C. Section 1841. 

"Agreement" means this Purchase an d Assumption Agreement by and among the 

Assuming Bank, the Corporation and the Receiver, as amended or otherwise modified from time 

to time. 

"Assets" mean s all assets of the Failed Bank purchased pursuant to Section 3.1. 

Assets owned by Subsidiaries of the Failed Bank are not ''Assets" within the meaning of this 

defini tion. 

"Assumed Deposits" means Deposits. 

"Bank Closing" means the close of bus iness ofthe Failed Bank on the date on 

which the Chartering Authority closed such institution. 

"Bank Premises" means the banking houses, drive-in banking facilities, and 

te ller fac ilities (staffed or automated) together with appurtenant parking, storage and service 

facilities and structures connecting remote fac.ilities to banking hou ses, and land on which th e 

foregoing are Located, that are owned or Leased by the Failed Bank and that are occupie d by the 

Failed Bank as of Bank Closing. 

"Bid Amount" has the meanjn g provided in Article VII. 

"Book Value" means, with res pec t to any Asset and any Lia bility Assumed, the 

dollar amount thereof stated on the Ac counting Records of the Failed Bank. The Book Value of 

any item shall be dete rmined as of Bank Closing after adjustments made by the Receiv er for 

differences in accounts, suspense items, unposted debits and credits, and other similar 

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July 7. 2009 
adjustments or conections 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" (unconsoli dated) balance sheet of the Failed Bank based on the 

equity method of accounting. Without limiting the generality of the foregoi ng, (i) the Book Value 

of a Liability Assumed shall include all accrued and unpaid interest thereon as of Bank Closing, 

and (ii) the Book Value of a Loan shall reflec t adjustments for earned interest, o r unearn ed 

inte rest (as it relates to the "rul e of 78s" or add-on-interest loans, as applicable), if any, as of 

Bank ClosiJJg, adjustments for the portion of earned or unearned loan-related credit life and/or 

disability insurance premiums, if any, attributable to the Failed Ba nk as of Bank Closing, and 

adjustments for Failed Bank Advances, if any, in each case as determined for financi al reporting 

purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, 

di scounts or any related deferred income or fees, or general or specific reserves on lhe 

Accounting Records of the Failed B ank. 

"Business Day" means a day other than a Saturday, Sunday, Federal legal holiday 

or legal holiday under the laws ofthe State where the Failed Bank is located, or a day on which 

the principal office of the Corporation is closed. 

"Chartering Authority" means (i) with respect to a national bank, the Office of 

the Comptroller of the Currency, (ii) with respect to a Federal savings association or savings 

bank, the Office of Thrift Supervision, (iii) with respect to a bank or savings institution chartered 

by a State, the agency of such State charged with primary responsibility for regulating and/or 

closing banks or savings institutions, as the case may be, (iv) the Corporation in accordance with 

12 U.S.C. Section 182 1 (c), with regard to self appoi ntment, or (v) the appropri ate Fede ral 

banking agency in accordance with 12 U.S.C. 182 1(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 extens ion of credit 

(or addi tional advances w ith respect to a Loan) that was legally binding on the Fai led Bank as of 

Bank Closing, other than extensio ns of credit pursuant to the c redit card business and overdraft 

protection plans of the Failed Bank, if any. 

"Credit Documents" mean the agreements, instruments, certificates or other 

docume nts at any time evide ncing or otherwise relating to, governing or executed in connection 

w ith or as security for, a Loan, including without limitation notes, bonds , loan agreeme nts , letter 

of credit applications, lease financing contracts, banker 's acceptances, drafts, interest protection 

agreements, curre ncy exchange agreements, repurchase agreements, re verse repurchase 

agreements, guarantees, deed s of trust, mortgages, assignments, security agreements, pl edges, 

subordination or priority agreements, lien priority agreements , undertakings, security 

instruments, cer tificates, doc uments, legal opinions, partic ipation agreements and intercreditor 

agreements, a nd all amendme nts, modifications, renewals, exten sions, rearrangements , a nd 

substitutions with respect to any of the foregoing. 

"Credit File" means all Credit Documents and all other credit, collater al, or 

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Module 2 -P&A w/ Loan Pools - P&A Bonk of Wyoming 

V ersion 1.04 Thermopolis. W yoming 

July 7. 2009 
ins urance doc uments in the possession or custody of the Assuming Bank, or any of its 

Subsidiaries or Affiliates, relating to an Asset or a Loan included in a P ut Notice, or copies of 

any thereof. 

"Data Processing Lease" means any lease or licensing agreement, binding on the 

Failed Bank as of B ank Closing, the subject of which is data processing equipment or computer 

hardware or software used in connection with data processing activities. A lease or licensing 

agreement for computer software used in connection with data processing activities shaH 

constitute a Data Processing Lease regardless of whether such lease or licensing agreement also 

covers data process ing eq uip ment. 

"Deposit" means a deposit as defined in 12 U.S.C. Section 1813(1), including, 

witho ut limitation, o utstandin g cas hier's checks and other official check s and all uncollected 

items included in the depositors' ba lances and credi ted on the books and records of the Failed 

B ank; provided, that the term "Deposit" shalJ no t include all or any portion of those deposit 

balances whi ch, in the discre tio n of the Receiver or the Corporation , (i) may be required to 

satisfy it for any liquidated o r contingent liability of any depositor ari sing from an unauthorized 

or unlawful transaction, or (ii) may be needed to provide p ayment of any liability of any 

depositor to the Failed Bank or the Receiver, including th e liability of any depositor as a director 

or officer of the Failed Bank, w hether or not the amount of the liability is or can be detem1i ned as 

of Bank Closing. 

"Failed Bank Advances" mea ns the total sums paid by the Failed Bank to (i) 

p rotect its lien position, (ii) pay ad valorem taxes and hazard insurance, and (iii) pay cr edit life 

insurance, accident and health insurance, and vendor's single interest insurance. 

"Fair Market Value" means (i)(a) "Market Value" as defi ned in the regul ation 

prescribing the standards for real estate appraisals used in federally related transactions, 12 

C.F.R. § 323 .2(g), and according ly shall mean the most probable plice which a property should 

briJ1g in a competitive and open market under all conditions req uisite to a fair sale, the buyer and 

seller each acting prudently and knowledgeably, and assumi ng the price is not affected by undue 

stimulus. Implicit in thi s definition is the consummation of a sale as of a specified date and the 

passing of title from seller to bu yer under conditions where by: 

(1) Buyer and seller are typically motivated; 

(2) Both parties are well informed or well advised, and acting in what they consider their 

own best interests; 

(3) A reasonable time is allowed for exposure in tb e open market; 

(4 ) Payment is made in terms of cash in U. S. dollars or in terms of financial arrangements 

comparable thereto; and 

(5) The price represents the normal consideration f or the property sold unaffec ted by 

special or creative financing or sales concessions granted by anyone associated with the 

sale; 

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Module 2 -P&A w/ Loan Pools - P&A Bonk of Wyoming 


V ersion 1.04 Thermopol is. W yoming 


July 7. 2009 
as determined as ofBank Closing by an appraiser mutualiy acceptable to the Receiver and the 

Assuming Bank; any costs and fees associated with such determination shall be shared equally by 

by the Receiver and the Assuming Bank, and (b) which, with respect to Bank Premises (to the 

extent, if any, that Bank Premises are purchased util izing this valuation method), shall be 

determined not later than six.ty (60) days after Bank Closing by an appraiser selected by the 

Receiver and the Assuming Bank within seven (7) days after Bank C losi ng; or (ii) with respect to 

property other than Bank Pre mises purchased uti lizing this valuation method, th e plice therefor 

as established by the Receiver and agreed to by the Assuming Bank, or in the absence of such 

agreement , as determined in accordance with clause (i)(a) above. 

"Fixtures" means those leasehold improvements, additions, alterations and 

installations constituting all or a part of Bank Premises and which were acquired, added, built, 

installed or purchased at the expense of the Failed Bank, regardl ess of the holder of legal titl e 

thereto as of Bank Closing. 

".Furniture and Equipment" means the furniture and equipme nt (other than 

Safe Deposit Boxes, motor vehicles and ]eased data processing equipment, including h ardware 

and software), leased or owned by the Failed Bank and reflected on the books of th e Failed B ank 

as of Bank Closing, including without limitation automated teller machines, carpeting, furniture, 

office machinery (incl uding personal computers), s he lving, office supplies, telephone, 

surveillance and sec ulity systems, and artwork. 

"lndemnitees" means, except as provided in paragraph (11) of Section 12.1 (b), 

(i) the Assuming Bank, (ii) the Subsidiaries and Affiliates of th e Assuming Bank other th an any 

Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the 

Assuming Bank, and (iii) the directors, officers, employees and agents of the Assuming Bank and 

its Subsidiaries and Affiliates who are not also present or former directors, officers, employees or 

agents of the Failed Bank or of any Subs idiary 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 Bank 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 pursu ant to Article VII (based on th e 

best information available as ofBank Closing), the amount of wh ich shall be either (1) 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 and assets purchased and the positive Bid Amount, or (ii) 

if the Bid Amoun t is negativ e, 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. The Initial Payment shall be payable by the Corporation to the Assuming Bank if (i) 

the Liabilities Assumed are greater th an the sum of th e positi ve B id Amount and the Assets and 

assets purchased , or if(ii) the sum of the Liabilities Ass umed and the negative Bid Amount are 

greater than the Assets and assets purchased. The Initial Payment shal l be payable by th e 

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Module 2 -P&A w/ Loan Pools - P&A Bonk of Wyoming 


V ersion 1.04 Thermopolis. Wyoming 


July 7. 2009 
Assuming Bank 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 B id Amount is less than the Assets and assets purchased. Such Initial 

Payment shall be su bject to adj ustment as provided in Article VIII. 

"Legal Balance" means the amount ofindebtedness legall y owed by an Obligor 

with respect to a Loan, including principal and accrued and unpaid interest, late fees, attorneys' 

fees and expenses, taxes, insurance premiums, and similar charges, if any. 

"Liabilities Assumed" has the meaning provided in Section 2.1. 

"Lien" means any mortgage, lie n, pledge, charge, assignment for security 

purposes, sec urity interest, or encumbra nce of any ki nd with respect to an Asset, including any 

conditional sale agree ment or capital lease or other title retentio n agreement relati ng to such 

Asset. 

"Loans" means all of the following owed to or held by the Failed Bank as of 

Bank Closing: 

(i) loans, participation agreements, interes ts 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, United States and/or State-guaranteed student loans, and 

lease financing contracts; 

(ii) aU Liens, rights (including rights of set-off), remedies, powers, privileges, 

demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or 

for the benefit of, the holder of the obligations or instruments referred to in clause (i) above, 

including but not limited to those arising under or based upon Credit Documents, casualty 

ins urance policies a nd binders, standby letters of credit, mortgagee title insurance polic ies and 

binders, payment bonds and performance bonds at any time and from time to time existing with 

respect to any of the obligations or instruments referred to in clause (i) above; and 

(iii) all amendments, modifications, renewals, extens ions, refi nancings, and 

refundings of or for any of the foregoing; 

provided, that there shall be .excluded fTom the definition of Loans (a) an y portion of the 

foregoing wh ic h the Failed Bank or the Assum ing Bank (or any of their respective Subsidiaries) 

holds not for its own accou nt but solely as agent or fiduc iary for, or otherwise as representative 

of, any other P erson, (b) any loans which h ave been charged off the Accoun ting Records of the 

Failed Bank in whole or in part prior to the date of the most recent pertinent data made available 

to the Assuming Bank as part of the Tnformati on Package. (c) Comm itments and (d) amounts 

owing under Qualified Financial Contracts. 

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Module 2 -P&A w/ Loan Pools - P&A Bonk of Wyoming 


V ersion 1.04 Thermopolis. Wyoming 


July 7. 2009 
"Obligor" means each Person liable for the full or partial payment or 

performance of any Loa n, whether such Person is obligate d directly, indirectly, primarily, 

secondarily , jointl y, or sever ally. 

"Payment Date" means the first Business Day after Bank Closing. 

"Person" me an s any individual, corporation, p artnership, joint venture, 

association, j oint-stock company, trust, unincorporated organization, or government or any 

agency or political subdi vision thereof, excluding the Corporation. 

"Primary Indemnitor" mean s any Per son (other than the Assuming Bank or any 

of its Affi liates) wbo is obligated to indemnif y or insure, or otherwise make payments (including 

pay ments on account of claims made against) to or on behalf of any Person in connection with 

the claims covered under Arti cle 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. 

"Put Date" has the meaning provided in Section 3.4. 

"Put Notice" ha s the meaning prov ided in Sectio n 3.4. 

"Qualified Financial Contract" means a qualif ied financial contract as defined 

in 12 U.S.C. Section 182 l (e)(8)(D). 

"Record" means any document, mi crofiche, microfilm and computer records 

(including but not limited to magnetic tape. disc storage, card forms and printed copy) of the 

Failed Bank generated or maintained by the Failed Bank that is owned by or in the possession of 

the Receiver at Bank Closing . 

"Related Liability" with respect to any Asset means any liability existing and 

reflected on the Accounting R ecords of the Failed B ank as of Bank Closing fo r (i) inde btedness 

secured by mortgages, deeds of trust, chattel mortgages, secUiity 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 re lated to such A sset. 

"Related Liability Amount" with respect to any Related Liability on the books 

of the Ass uming Bank, means the amount of such Related Liability as stated on the Accounting 

Records of the Assuming Ba nk (as maintained in accordan ce with generally accepted accounting 

principles) as of th e date as of whi ch the Related Liability Amount is being determin ed . With 

respect to a liability that re lates to more than one asset, the amount of s uch Related Liability shall 

be allocated among such assets for the purpose of determining th e Related Liability Amo unt with 

respect to any one of such assets. Such allocation shall be made by specific allocation, where 

determin able, and otherwise shall be pro rata based upon the dollar amount of such assets stated 

on the Accounting Records of the entity that owns s uch asset. 

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V ersion 1.04 Thermopolis. Wyoming 

July 7. 2009 
"Repurchase Price" means with respect to any Asset or asset, which shall be 

determined by the Receiver, the lesser of (a) or (b): 

(a) the amount p aid by the Assuming Bank, decreased by the amo unt of any 

money received with respect thereto since Bank Closing and, if the Asset is a Loan or other 

interest bearing or earning asset, the resulting amount shall then be increased or decreased, as the 

case may be, by interest or discount (whichever is applicable) accrued from and after Bank 

Closing at the lower of: (j) the contract r ate with respect to such Asset, or (ii) the Settle ment 

Interest Rate; net proceeds received by or du e to the Assuming Bank from th e sale of collateral , 

any forg iveness of debt, or otherwise s hall be deemed money received by the Assuming Bank; or 

(b) the dollar amount thereof stated o n the Accounting Records of the Assuming 

Bank as of the date as of which the Repurchase Price is be ing determined, as maintained in 

accordance with generally accepted accounting principles, and, if the asset is a Loan, regardless 

of the Legal B alance thereof and adjusted in the same manner as the Book Value of a Failed 

B ank Loan would be adjus ted hereunder. 

Provided, however, (b), above, shall not be applicable for Loans repurchased pursuan t to Section 

3.4(a). 

If any Asset or asset is purchased as part of a group of Assets or assets for Book Value and/or as 

a percentage of Book Value, the amount paid by the Assuming Bank, for purposes of (a), above, 

shall be the Book Value, as of the date of Bank C losing, o f the indi vidual Asset or asset being 

repurchased multiplied , if applicable, by the percentage paid. 

"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 B ank's vault(s), 

all rights and benefits under rental agreements with respect to such safe deposit boxes, and all 

keys and combinations there to. 

"Settlement Date" means the first Business Day immediately prior to the day 

which is one hundred eighty (180) days after Bank Closing, or such other date prior thereto as 

may be agreed upon by the R eceiver and the Assuming Bank. The Receiver, in its discretion, 

may extend the Settle ment Date. 

"Settlement Interest Rate" means, for the first calendar quarter or portion 

thereof during which interest accrues, the rate determined by the Receiver to be equal to the 

equivalent coupon issue yield on six (6)-month United States Treaslll'y Bills in effect as of Bank 

C losing as published in The Wall Street Journal; provided, that if no such equivalent coupon 

issue yield is available as of Bank Closing, the equ ivalent coupon issue yield for such Treasury 

Bills most recently published in The Wall Street Journal prior to Bank Closing shall be used. 

Thereafter, the rate shaJl be adjusted to th e rate determine d by the Receiver to be equal to the 

equivalent coupon issue yield on s uch Treasury Bills in effect as of the first day of each 

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succeeding calendar quarter during which interest accrues as published in The Wall Street 

Journal. 

"Subsidiary" has the meaning set forth in Section 3(w)(4) of the Federal Deposit 

Insurance Act, 12 U.S.C. Section 1813(w)(4), as amended. 

ARTICLE II 


ASSUMPTION OF LIABILITIES 


2.1 Liabilities Assumed by Assuming Bank. The Assuming Bank expressly 

assumes at Book Value (subject to adj ustme nt pursuant to Article VIII) and agrees to pay, 

perform , and discharge all of the following li abilities of the Failed Bank as of B ank Closing, 

except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities 

Assumed") : 

(a) 	 Assumed Deposits, except those D epos its specifically listed on Schedul e 2 .l(a); 

provided, that as to any Deposits of public money which are Assumed Deposits, 

the Assuming Bank agrees to properly secure such Deposits with such of the 

Assets as ap propriate which, prior to Bank C losing, were pledged as security 

therefor by th e Fai led Bank, or with assets of the Assuming Ba nk, if such securing 

Assets, if any, are insufficient to properly secure such Deposits; 

(b) 	 liabilities for indebtedness secured by mortgages, deed s of trust, chattel 

mortgages, security interests or other liens on or affecting any Assets, if any ; 

provided , that the assumption of any liability purs uant to this paragraph shall be 

limited to the market va lue of the Assets securing s uch liability as determined by 

the Receiver; 

(c) 	 Borrowings from Federal Reserve Banks a nd Federal Home Loan B anks, if any, 

provided, that the assumpti on of any liability pursuant to th is paragraph shall be 

limited to the market value of the assets securing such liability as determined by 

the Receiver ; and overdrafts, debit balances, service charges, reclamations, and 

adjustments to acco unts with the Federal Reserve B anks as reflected on the books 

and records of any such Federal Reserve B ank within ninety (90) days after Bank 

Closing, if any; 

(d) 	 ad valorem taxes applicable to any Asset, if any; provided, that th e assumption of 

any ad valorem taxes pursuant to this paragraph shall be limited to an amount 

equal to the market value of the Asset to which such taxes apply as determined by 

the Receiver; 

(e) 	 liabilities, if any, for federal funds purchas ed, repurchase agreements and 

overdrafts in accounts maintained with other depository institutions (includi.ng any 

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accrued and unpaid interest thereon computed to and including Bank Closing); 

provided , that the assumption of any liability pursuant to this paragraph shall be 

limited to the market value of the Assets securing such liabili ty as determined by 

the Receiver; 

(f) 	 United States Treasury tax and loan note option accounts, if any; 

(g) 	 liabilities for any acceptance or commercia l letter of credit (other than "standby 

letters of credit" as defined in 12 C.P.R. Section 337.2(a)); provided, that the 

assumption of any li ability purs uant to thi s paragr aph shall be li mited to the 

market value of the Assets securing such li!ability as determined by the Receiver; 

(h) 	 duties and obligations ass umed purs uan t to this Agreement including without 

limitation those rel atin g to the Failed Bank's credit card business, overdraft 

protection pla ns, safe deposit bus iness, safekeepi ng business or trust business, if 

any; and 

(i) 	 liabilities, if any, for amounts owed to any Acquired Subsidiary. 

(k) 	 duties and obligations under any contract pursuant to which the Failed B ank 

provides mortgage servici ng for others, or mortgage servic ing is provided to the 

Failed Bank by others. 

Schedule 2. 1 attached hereto a nd incorporated her ei n sets forth ce rtai n categori es of 

Liabilities Assumed and the aggregate Book Value of the Liabilities Assumed in such categories. 

Such schedule is based upon the best information available to the Receiver and may be adjusted 

as provided in Article VTII. 

2.2 Interest on Deposit Liabilities. The Assuming Bank agrees that, fro m and after 

Bank C losing, it will accrue and pay interest on Deposit liabilities assumed pursuant to Section 

2. 1 at a r ate(s) it shall determine; provided, that for nontransaction Deposit liabilities su ch rate(s) 

sha U not be less than the lowest rate offered by the Assuming Bank to its depositors for 

nontransac tion deposit acco unts. The Assuming Bank shall permit each depositor to withdraw, 

wit hout penalty for earl y wiLhdrawal, all or any portion o·f such depositor's Deposit, whether or 

not the Assuming Bank elects to pay interest in accord ance w ith any deposit agreement formerl y 

existing between the Failed B ank and such depositor; and. f urth er provided, that if such Deposit 

has been pledged to sec ure an obligation of the depositor or other party, any w ithdrawal thereof 

shall be subj ect to the terms of the agreement governing s uch pledge. The Assuming Bank s hall 

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 s uch withdrawal rights. 

2.3 Unclaimed Deposits. lf, within eighteen (18) months after Bank Closing, any 

depositor of the Failed Bank does not claim or arrange to continue such depositor's Deposit 

assumed pursuant to Section 2. 1 at the Assuming Bank, the Assuming Bank sh all, within fifteen 

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(15) B usiness Days after the end of such eighteen (18)-mo nth period, (i) refund to the 

Corpor ation the full amount of each s uch Deposit (without reduction for service charges), (ii) 

provide to the Corporation a schedule of all such refunded Deposits in such for m as may be 

prescribed by the Corporation, and (iii) assign, tran sfer, convey and deliver to the Receiver all 

right, title and interest of the Assuming Bank in and to R ecords previo usly transferred to the 

Assuming Bank and other records generated or mai ntai ned by the Assuming Bank pertaining to 

such Deposits. During such eighteen ( 18)-month period, at the request of the Corporation, the 

Assuming Bank promptly sh all pro vide to the Corporation schedules of unclaimed depos its in 

such form as may be prescribed by the Corporation. 

2.4 Employee Benetit Plans. Except as provided in Section 4.1 2, the Assuming Bank 

shall have no liabilities, obligations or responsibilities under the Failed Bank's health care, bonus, 

vacation, pension, profit sharing o r stock purchase plans o r s imilar plans, if any, unless the 

R eceiver and the Assuming B ank agree otherwise subsequent to the date of this Agreement. 

ARTICLE III 


PURCHASE OF ASSETS 


3.1 Assets Purchased by Assuming Bank. Su bject to Sections 3.5 and 3.6, the 

Assuming Bank hereby purc hases fro m the Receiver, and the R eceiver hereby sells, assigns, 

transfers, conveys, and deli vers to the Assuming Bank, aU right, title, and interest of the Receiver 

in and to all of the folJowing: 

(a) 	 cash and recei vables fro m depository institutions (including Federal Reserve 

Banks and Federal Home Loan Banks), including cash items in the process of 

collection, plus any accrued interest thereon computed to and including Bank 

Closing; 

(b) 	 securities (other than the capital stock of S ubsidiaries of the Failed Bank and 

those securities referred to in Section 3.5(k), if any), plus any accrued interest 

thereon comp uted to and including Bank C losing; 

(c) 	 federal funds sold and repurchase agreements, if any, including any accrued 

interest thereon computed to and including Bank Closing; 

(d) 	 Omitted; 

(e) 	 Loan s secured , in whole or in p art, by Assumed Deposits or deposits at o ther 

depository institutions, but only such of those Loans wh ich also are listed on 

Schedule 3. l(e), if any (in cluding any such Loan th at the Failed Bank charged-off 

in whole or in part during the period f rom th e date of the most recent pertinent 

data made available to the Assuming Bank as part of the [n:formation Pack age to 

and including Bank C losing); 

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(f) credit card business, if any, including all outstanding extensions of credit, subject 

to Section 4.2; 

(g) Safe Deposit Boxes and related business, safekeeping business and trust business, 

if any, subject to Section 4.3, 4.4 or 4.5, respectively ; 

(h) Records and other documents as provided in Section 6 .1; 

(i) capital stock of the Subsidiaries of the Failed B ank listed on Schedule 3 .l(i), if 

any (the "Acquired Subsidiari es"); 

(j) amounts owed to the Failed Bank by any Acquired Subsidiary; 

(k) assets securing Deposits of public money, to the exte nt not otherwise purchased 

hereunder; and 

(I) overdrafts of c ustomers (including but not li mited to overdrafts made pursuant to 

an overdraft protection plan or similar extensions of credit in connection with a 

deposit account). 

(m) rights of the Failed Bank to provide mortgage servicin g for others and to have 

mortgage servicing provided to the Failed Bank by others and related contracts. 

Schedule 3. 1 attached hereto and incorporated herein sets forth certain categories of Assets. Such 

schedule(s) is based upon the best information available to the Receiver and may be adjusted as 

provided in Article VIII. Assets are purchased h ereunder by the Assuming Bank subject to all 

liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in 

Section 2 .1. 

3.2 Asset Purchase Price. 

(a) All Assets and assets of the Failed Bank subject to an option to purchase by the 

Assuming Bank shall b e purchased for the amount, or the amount resulting from the method 

specified for determining the amount, as specified on Sch edule 3 .2, except as otherw ise may be 

provided herein. Any Asset, asset of the Fa iled Bank subj ect to an option to purchase o r other 

asset purchased for which no purchase price is specified o n Schedule 3 .2 or otherwise h erein 

shall be purchased at its Fair M arket Value. 

(b) The purchase pric e for securities (other than the capital stock of any Acquired 

Subsidiary) purchased under Section 3. 1 by the Assuming Bank shall be the market value thereof 

as ofB ank C losing, which market value shall be (i ) the market price for each such security 

quoted at the c lose of the trading day effective on Bank Closing as published electTonically by 

Bloomberg, L.P., or alternative ly, at the discretion of the R eceiver, IDC/Financ ial Times (FT') 

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Interactive Data; (ii) provided, that if such market price is not available for any such security, the 

Assuming Bank will submit a bid for each such security within three days of notification/bid 

reques t by the Receiver (unless a different time period is agreed to by the Assuming Bank and 

the Receiver) and the Receiver, in its sole discretion will accept or reject each such bid; and 

(iii) further provided in the absence of an acceptable bid from the Assuming Bank, each such 

security shall not pass to the Assumin g Bank and shall be deemed to be an excluded asset 

hereunder. 

3.3 Manner of Conveyance; Limited.Warranty; Nonrecourse; Etc. THE 

CONVEYANCE OF ALL ASSETS , INCLUDING REAL AND PERSONAL PROPERTY 

lNTERESTS, PURCHASED BY THE ASSUMING BANK UNDER THIS AGREEMENT 

SHALL BE MADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S BILL OF 

SALE, ''AS IS", "WHERE IS", WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE 

SPECIFTCALL Y PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES 

WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH 

RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR 

FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY 

OTHER MATTERS. 

3.4 	 Puts of Assets to the Receiver. 

(a) Puts Within 30 Days After Bank Closing. During the thirty (30)-day period 

following Bank Closing and only during such period (which thirty (30)-day period may be 

extended in writin g in the sole absolute discretion of the Receiver for any Loan), in accordance 

with this Section 3.4, the Assuming Bank shall be entitled to require the Receiver to purchase 

any Loan transferred to the Assuming Bank pursuant to Section 3. l(e) which is nol :fully secured 

by Assumed Deposits or deposits at other ins ured depository institutions due to either ins ufficient 

Assumed Deposit or deposit collateral o r deficient documentation regarding such collateral ; 

provided with regm·d to any Loan secured by an Assumed Deposit, no such purchase may be 

required until any Depos it setoff determination, whether voluntary or involuntary, has been 

made; and, 

at the end of the thirty (30)-day period following Bank Closing and at that time only, in 

accordance with this Section 3.4, the Assuming Bank shall be entitled to require the Receiver to 

purchase any remaining overdraft transferred to the Assuming Bank pursuant to 3.1(1) which both 

was made after April 30, 2009 and was not made pursuant to an overdraft protection plan or 

similar exten sion of credit. 

Notwithstanding the foregoing, the Assuming Bank shall not have the right to require the 

Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired 

Subsidiary, or (ii) the Assuming Bank has: 

(A) 	 made any advance in accordance with the terms of a Commitment or 

otherwise with respect to such Loan; 

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(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 Uen 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 Doc uments or collateral, including, without limitation, any 

act or omission which diminished s uch collateral; or 

(E) 	 sold, assigned or transferred all or a portion of such Loan to a third party 

(wheth er with or without recourse). 

The Assuming Bank shall transfer all such Loans to the R eceiver without recourse, and shall 

indemnify the Receiver against any and aU claims of any Person claiming by, tlu·ough or under 

the Assuming Bank with respect to any such Loan, as provided in Section 12.4. 

(b) Puts Prior to the Settlement Date. During the period ti·om Bank Closing to and 

including the Business Day immediately preceding the Settlement Date, the Assuming Bank shall 

be entitled to require the Receiver to purchase an y Asset which the Assuming Bank can establish 

is evidenced by forged or stolen instruments as ofBank Closing; provided, that, the Assuming 

Bank shall not have the right to require the Receiver to purchase any s uch Asset with respect to 

which the Assuming Bank has taken any action referred to in Sectio n 3.4(a)(ii) with respect to 

such Asset. The Assuming Bank shall transfer all such Assets to the Receiver without recourse, 

and shall indemnify the Receiver against any and all claims of any Person claiming by, thro ugh 

or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4. 

(c) Notices to the Receiver. ln the event that the Assuming Bank elects to require the 

Receiver to purchase one or more Assets, the Assuming Bank shaH de liver to the Receiver a 

notice (a "Put Notice") which shall include: 

(j) a list of all Assets that the Assuming Bank requires the Receiver to purchase; 

(ii) a list of al l Related Liabilities with respect to the Assets identif ied 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. 

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Such notice shall be in the form presctibed by the Receiver or such other form to which the 

Receiver shall consent. As provided in Section 9.6, the Assuming Bank shall deliver to the 

Receiver such documents, Credit Files and s uch 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 Loans that are specified in 

the Put Notice and shall ass ume Related Liabilities with respect to such Loans, and the transfer of 

such Loans 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 Cred it Files 

with respect to such Loans (the "Put Date"). 

(e) Purchase Price a nd Payment Date . Each Loan purchased by the Receiver 

purs uant to this Section 3.4 sh all be purchased at a price equal to the Repurchase Price of such 

Loan less the Related Liability Amount applicable to such Loan, in each case determined as of 

the applicable Put Date . lf the differe nce between such Re purchase Price and such Re'lated 

Liability Amount is positi ve, then the Rece iver shaiJ pay to the Assuming Bank the amou nt of 

such difference; if the difference between s uch amounts is negative, then the Assuming Bank 

shall pay to the Receiver the amount of such difference. The Assuming Bank or the Receiver, as 

the case may be, s hall pay the purchase price determined p ursuant to this Section 3.4(e) not later 

than the twentieth (20th) Business Day fo llowing 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. 

(J) Servicing. The Assuming Bank shall administer and manage any Asset subject to 

purchase by the Receiver in accordance with usual and prudent banking standards and business 

practices until s uch time as s uch Asset is purchased by the R eceiver. 

(g) Reversals. In the event that the Receiver purchases an Asset (and assumes the 

Related Liability) that it is not required to pmchase pursuant to this Section 3.4, the Assuming 

Bank shall rep urchase such A sset (and assume such Re lared 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 p ursuant to this Section 3.4. 

3.5 Assets Not Purchased by Assuming Bank. The Assuming Bank does not 

purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) 

obtain an option to purchase, acquire or assume under this Agreement: 

(a) any financia l institution bo nds, banker's blanket bonds, or publi.c liability, fire, or 

extended coverage insurance policy or any other insurance policy of the Failed Bank, o r premium 

refund, unearned p re mium de rived from cancellation, or any proceeds payable with respect to any 

of the foregoing; 

(b) any interest, right, action, claim, or judgme nt against (i) any officer, director, 

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employee, accountant, attorney, or any o ther Person employed or retained by the Failed Bank or 

any Subsidiary of the Failed Bank on or prior to Bank Closing arising out of any act or omission 

of such Person in such capacity, (ii) any underwriter offinancial 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 shaU have occurred on or before Bank 

Closing, regardless of when any such claim is discovered and regardless of whether any such 

claim is made with respect to a financial institution bond, banker's blanket bond, or any other 

insurance policy of the Failed Bank in force as of Bank Closing; 

(c) prepaid regul atory assessments ofthe Failed Bank, if any; 

(d) legal or equitable interests in tax receivables of the Failed Bank, if any, including 

any claims aris ing as a result ofthe Failed Bank having entered into any agreem.ent or o therwi se 

being joined with another Person with respect to the f iling of tax retums or the payment of taxes; 

(e) Federal Reserve Bank and Federal Ho me L oan Bank stock, if any ; 

(f) amoun ts refl ected on the Accounting Records of the Failed Bank as ofB ank 

Closing as a general or specific loss reserve or contingency account, if any; 

(g) owned and leased Bank Premises and owned and leased Furniture and Equipment 

and Fixtures and data processing equipment (including hardware and software) located on Bank 

Premises, if an y; provided, that the Assuming Bank does obtain an option under Section 4.6, 

Section 4.7 or Section 4.8, as the case may be, with respect th ereto; 

(h) owned Bank Premises which the Receiver. in its discretion. determines may 

contain enviro nmentally hazardous substances; 

(i) any amounts owed to the Failed Bank b y a ny Subsidiary of the Failed B ank other 

than an Acquired Subsidiary; 

(j) any "goodwill," as such term is defin ed in t he instructions to the report of 

condition prepared by banks examined by the Corporation in accordance with 12 C .F.R. Section 

304.4, and other intangibles; 

(k) any security if, in the discretion of the Receiver, the value of such security e ither 

cannot be determined or is determined to be zero pursuant to Section 3.2(b), all private labe l 

asset backed securities, including, but not limited to, those listed on Schedule 3.5(k), and an y 

other security listed on Schedule 3.5(k), if any; and 

(1) any criminal restitution or f01feiture orders issued in favor of the Failed Bank. 

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The Assuming Bank only acquires assets and rights as provided in this Agreement. The foregoing 

shall not be constmed to imply that any particular asset or right listed otherwise would have been 

sold or assigned or that any asset or 1ight not listed is sold or assigned. 

3.6 Assets Essential to Receiver. 

(a) The Receiver may refuse to sell to the Assumin g Bank, or the Assuming Bank 

agrees, at the request of the Receiver set forth in a written notice to the Assuming Bank~ to 

assign, transfer, convey, and deliver to the Receiver all of the Assuming Bank's right, tjtle and 

interest in and to, any Asset o r asset essential to the ece~ver as determined by the Receiver in its 

di.scretion (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 th e 

Failed Bank, its Subsidiaries. or Affiliates or any related entities of any of the foregoing; 

(ii) the subj ect of any inves tigation relating to any claim with respect to any item 

desc ribed in Section 3 .5(a) or (b), or the subject of, or potentially the s ubj ect of, any legal 

proceedin gs; 

(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 b y collateral which also secures any asset owned by the 

Receiver; or 

(v) related to any asset of the Failed Bank not purchased by the Assuming Bank 

under this Article rn or any liability of th e Failed Bank not assumed by the Assuming Bank under 

Article II. 

(b) Each such Asset or asset purchased by the Receiver shall be purchased at a price 

equal to the Repurchase Price thereof less the Related Liability Amount with respect to any 

Related Liabilities related to such Asset or asset, in each case determined as of the date of the 

notice provided by the Receiver pursuant to Section 3.6(a). The Receiver shaJl pay the Assuming 

B ank not later than the twentieth (20th) Bus iness Day following receipt ofrelated 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 whjch payment is made. The Assuming Bank agrees to administer and 

manage each such Asset or asset in accordance with usual and prudent banking standards and 

business practices until each such Loan is purchased by the R eceiver. AlL transfers with respect to 

Loans under this Section 3.6 shall be made as provided in Section 9.6. The Assuming Bank shall 

transfer all such Assets or assets and Re lated Liabilities to the Receiver without recourse, and 

shall indemnify the Receiver against any and all claims of any Person claiming by, through or 

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under the Assuming Bank with respect to any such Asset or asset, as provided in Section 12.4. 

ARTICLE IV 


ASSUMPTION OF CERTAIN DUTIES AND OB.LIGATIONS 


The Assumjn g Bank agrees with the Receiver and the Corporation as follows: 

4.1 Continuation of Banking Business. The Assuming Bank agrees to provide full 

service banking in the trade area of the Failed Bank commencing on the first banking business 

day (including a Saturday) after Bank Clos ing and to maintain such presence until it h as received 

aJl necessary regulatory approvals to cease providing such banking servi ces in th e trade area. At 

the option of the Ass uming Bank, such banking services may be provided at any or all of the 

Bank Premises, or at other premises within such trade area. 

4.2 Agreement with Respect to Credit Card Business. The Assuming Bank agrees 

to honor and perform, fro m an d after Bank Closing, aJJ duties and obligatio ns with respect to the 

Failed Bank's credit card bus iness, and/or processing related to credit cards, if any, and assumes 

all outstanding extensions of credit with respect thereto. Fees related to the credit card business 

collected prior to Bank Closing shall be for the benefit of the Receiver and fees collected after 

Bank Closing shall be fo r the benefit of the Ass uming Bank. 

4.3 Agreement with Respect to Safe Deposit Business . The Assuming Bank 

assumes and agrees to discharge, from and after Bank Closing, in the usual course of conducting 

a banking business, the duties and obligations of the Failed Bank with respect to all Safe Deposit 

Boxes. if any, of the Failed Bank and to maintain all of th e necessary faci lities for the use of such 

boxes by the renters thereof during the period for wh ich s uch boxes have been rented and the rent 

therefor paid to the Failed Bank, subj ect to th e provisions of the rental agree ments between the 

Failed Bank and the respective renters of such boxes; provided, that the Assuming Bank may 

relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Bank located 

in the trade area of the Failed Bank. Fees related to the safe deposit business earned prior to B ank 

C losing shall be for the benefit of the Receiver and fees earned after Bank Closing shall be for 

the bene fit of the Assuming B ank. 

4.4 Agreement with Respect to Safekeeping .Business. The Receiv er transfers, 

conveys and delivers to the Assuming Bank and the Assumi ng Bank accepts all securi ties and 

other items, if any, held by the Failed Bank in safekeeping for its customers as of Bank Closing. 

The Assuming Bank assumes and agrees to honor and discharge, from and after Bank Closing, 

the duties and obligations of the Failed Bank with respect to such securities and items held in 

safekeepin g. The Assumin g Bank shall be entitled to all ri ghts and benefits heretofore accrued or 

hereafter accruing with respect thereto; provided, that, fees re lated to the safe keeping busin ess 

earned prior to Bank Closing shall be fo r the benef it of the Receiver and fees earned after Bank 

Closing shall be f or the benefit of th e Assuming Bank. The Assumi ng Bank shall provide to the 

Receiver written velification of all assets held by the Faile d Bank for safekeeping within sixty 

(60) days after Bank Closing . 

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4.5 Agreement with Respect to Trust Business. 

(a) The Assuming Bank shall , without fUlther transfer, substitution, act or deed, to the 

full extent permitted by law, succeed to the rights, obJjgations, properties, assets, investments, 

deposits, agreemenrs, and trusts of the Failed Bank under trusts, executorships, adminis trations, 

guardianships, and agencies, and other fiduciary or representative capacities, all to the same 

extent as though the Assuming Bank had assumed the same from the Failed Bank prior to Bank 

Closing; provided, that any Liability based on the misfeasance, malfeasance or nonfeasance of the 

Failed Bank, its directors, officers, employees or agents with respect to the tru st bus iness is not 

assumed hereunder. Fees related to the trust business collected ptior to Bank Closing shall be for 

the benefit of the Receiver and fees collected after Bank C losing shall be for the benefit of the 

Ass uming Bank. 

(b) The Assuming Bank shall, to the full extent permitted by law, succeed to, and be 

entitled to take and execute, the appo intment to all executorships, trusteeships, guardianships and 

other fiduciary or representative capacities to which the Failed Bank is or may be named in will s, 

whenever probated, or to which the Failed Bank is or may be named or appointed by any other 

ins trument. 

(c) In the event additional proceedings of any kind are necessary to accomplish the 

transfer of such trust business, the Assuming Bank agrees that, at its own expense, it will take 

whatever action is necessary to accomplish such transfer. The Receiver agrees to use reasonable 

efforts to assist the Assuming Bank in accomplis hing suclh transfer. 

(d) The Assuming Bank shall provide to the Receiver written verification of the assets 

held in connection with the Failed Bank's trust bu siness within s ixty (60) days after Bank 

Closi ng. 

4.6 Agreement with Respect to Bank Premises. 

(a) Option to Purchase. Subject to Section 3.5, the Receiver hereby gran ts to the 

Assuming Bank an exclusive option for the period of ninety (90) days commencing the day after 

Bank Closing to purchase any or all owned Bank Premises. The Assuming Bank shall give 

written notice to the Receiver within the option period of its election to purchase or not to 

purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as 

of the date of Bank Closing and such purchase shall be consummated as soon as practicable 

thereafter, and in no event later than the Settlement Date. 

(b) Option to Lease. The Receiver hereby grants to the Assuming Bank an exclusive 

option for the period of ninety (90) days comme ncing the day after Bank Closin g to cause the 

Receiver to assig n to the Assuming Bank any or all leases for leased Bank Premises, if any, 

which have been continuously occupied by the Assuming Bank from Bank Clos ing to the date it 

eJec ts to accept an assignment of the leases with respect thereto to th e extent such leases can be 

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assigned; provided, that the exercise of this option with respect to any lease must be as to all 

premises or other property subject to the lease. If an assignment cannot be made of any such 

leases, the Receiver may, in its di scretion, enter into subleases with the Assuming Bank 

containing the same tem1s and conditions provided under such existing leases for such leased 

Bank Premises or other property. The Assuming Bank shall give notice to the Receiver within the 

option period of its e lection to accept or not to accept an assignment of any or all leases (or enter 

into subleases or new leases in lieu thereof). The Assuming Bank agrees to assume all leases 

assigned (or enter into subleases or new leases in lieu thereof) pursuant to tbis Section 4.6. 

(c) Facilitation. The Receiver agrees to facilitate the assumption , ass ignment or 

sublease of leases or the negotiation of new leases by the Assumin g Bank; provided, that ne ither 

the Receiver nor the Corporation shall be obligated to engage in litigation, make payments to the 

Assumin g Bank or to any third party in connection with facilitating any such assumpt ion, 

assignment, sublease or negotiation or commit to any other obligations to third parties. 

(d) Occupancy. The Assumin g Bank shall give the Receiver fifteen (15) days' prior 

written notice of its intention to vacate prior to vacating any leased Bank Premi ses with respect 

to which the Assuming Bank bas not exercised the option provided in Section 4.6(b). Any such 

notice shall be deemed to terminate the Assuming Bank's option with respect to such leased Bank 

Premises. 

(e) Occupancy Costs. 

(i) The Assuming Bank agrees to pay to the Receiver, or to appropriate third 

parties at the direction of the Receiver, during and for the period of any occupancy by it of (x) 

owned Bank Premises the market rental value and all operating costs, and (y) leased Bank 

Premises, all operating costs with respect thereto and to comply with all relevant terms of 

applicable leases entered .into by the Failed Bank, including without limitation the timely 

pay ment of all rent. Operating costs include, without limitation all taxes, fees, charges, utilities, 

insurance and assessments, to the extent not included in the rental value or rent. ff the Assuming 

Bank elects to purchase any owned Bank Premises in accord ance with Section 4.6(a), the amount 

of any rent paid (and taxes paid to the Receiver which have not been paid to the taxing authority 

and for which the Assuming Bank ass umes liability) by the Assuming Bank with respect thereto 

shall be applied as an offset against the purchase price the reof. 

(ii) The Assuming Bank agrees during the period of occupancy by it of owned or 

leased Bank Premises, to pay to the Receiver rent for the use of all owned or leased Furniture and 

Equipment and all owned or leased Fixtures located on such Bank Premises for the period of 

such occupancy. Rent for such property owned by the Failed Bank shall be the market rental 

value thereof, as determined by the Receiver within sixty (60) days after Bank Closing. Rent for 

such leased property sbaJJ be an amount equal to any and all rent and other amounts which the 

R eceiver incurs or accrues as an obligation or is obligated to pay :for such period of occupancy 

purs uant to all leases and contracts with respect to such property. If the Ass uming Bank 

purchases any owned Furniture and Equipment or owned F ixtures in accordance with Section 

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4.6(f) or 4.6(h), the amount of any rents paid by the Assuming Bank with respect thereto shall be 

applied as an offset against tl1e purchase price thereof. 

(f) Certain Requirements as to Furniture, Equipment and Fixtures. Ifthe 

Assuming Bank purchases owned Bank Premises or accepts an assignment of the lease (or enters 

into a s ublease or a new lease in lieu thereof) for leased B ank Premises as provided in Section 

4.6(a) or 4.6(b), or if the Assuming Bank does not exercise such option but within twelve (12) 

months following Bank Closing obtains the right to occupy such premises (whether by 

assignment, lease, sublease, purchase or otherwise), other than in accordance with Section 4.6(a) 

or (b), the Assuming Bank shall (i) e ffective as of the date of Bank. Closing, p urchase from the 

Receiver all Furniture and Equipment and Fixtures owned by the Failed Bank and located 

thereon as of Bank Closing, (ii) accept an assignment or a sublease of the leases or negotiate new 

leases for all Furniture and Equipment and Fixtures leased by the Failed Bank and located 

thereon, and (iii) if applicable, accept an assignment or a sublease of any ground lease or 

negotiate a new ground lease with respect to any land on which such Bank Premises m··e located; 

provided, that the Receiver shall not have disposed of such Furniture and Equipment and 

F ixtures or repudiated the leases specified in clause (ii) or (iii). 

(g) Vacating Premises. 

(i) Ifthe Assuming Bank elects not to purchase any owned Bank Premises, the 

notice of s uch el.ection in accordance with Section 4.6(a) shall specify the date upon which the 

Assuming Bank's occupancy of such premises shall termjnate, which date shall not be later than 

ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The 

Assuming Bank promptly shall relinquish and release to the Receiver such premises and the 

Fumiture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, 

normal wear and tear excepted. By occupying any such premises after the expiration of such 

ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have 

agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with 

respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground 

lease with respect to the land on which such premises are located, and (y) be required to purchase 

al1 Furniture and Equipment and Fixtures owned by the Failed Bank and located on such 

premises as ofBank Closing. 

(ii) If the Assuming Bank elects not to accept an assignment of the lease or 

sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) 

shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises 

shall terminate, which date shall not be later than the date which is one hundred e ighty (180) days 

after Bank C losing. Upon vacating such premises, the Assuming Bank shall relinquish and 

release to the Receiver such premises and the Fixtures and the Furniture and Equjpment located 

thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to 

provide notice of its intention to vacate such premises prior to the expiration of the option period 

specified in Section 4.6(b ), or by occupying s uch premises after the one hundred eighty (180)-day 

period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, 

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(x) be deemed to have assumed all leases, obligations and' liabilities with respect to such 

premises (including any ground lease with respect to the l and on which premises are located), 

and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this 

Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to 

purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on 

such premises as of Bank Closing. 

(h) Furniture and Equipment and Certain Other Equipment. The Receiver 

hereby grants to lhe Assuming Bank an option to purchase, effective as of the date of B ank 

Closing, all Furni ture and Equipment or any telecommunications, data processing equipment 

(including hardware and software) and check processing and similar operating equipment owned 

by the Failed Bank and located at any owned or leased Ba nk Premises that the Assuming Bank 

elects to vacate or which it could have, but did not occupy, pursuant to this Section 4.6; provided, 

that, the Assuming Bank shall give the Receiver notice of its election to purchase such property at 

the time it gives notice of its intention to vacate such Bank Premises or within ten (10) days 

after Bank Closing for Bank Premises it could h ave, but did not, occupy. 

4 .7 Agreement with Respect to Leased Data Processing Equipment. 

(a) The Receiver hereby grants to the Assuming Bank an exclusive option for the 

petiod of ninety (90) days commencing the day after Bank C losing to accept an assignment from 

the Receiver of any or all Data Processing Leases to the extent that s uch Data Processing Leases 

can be assigned. 

(b) The Ass uming Bank shall (i) give written notice to the Receiver within the option 

period specif1ed in Section 4.7(a) of its intent to accept an assignment or sublease of any or all 

Data Processing Leases and promptly accept an assignment or sublease of such Data Processing 

Leases, and (ii) give w1itten notice to the appropriate lessor(s) that it has accepted an assignment 

or sublease of any such Data Processing Leases. 

(c) The Receiver agrees to facilitate the assignment or sublease of Data Processing 

Leases or the negotiation of :new leases or license agreeme nts by the Assumjng Bank; provided, 

that neither the Receiver nor the Corporation shall be obligated to engage in Utigation or make 

payments to the Assuming B ank or to any third party in connection with facilitating any such 

assumption, assignment, subl ease or negotiation. 

(d) The Assuming Bank agrees, during its period of use of any properly subj ec t to a 

Data Processing Lease, to pay to the Receiver or to appropriate third parties at the direction ofth e 

Receiver all operating costs with respect thereto and to comply with all relevant terms of the 

applicable Data Processing Leases e ntered into by th e Failed Bank, including without l.imitation 

the timely payment of all re nt, taxes, fees, char ges, util iti es, insurance and assessme nts. 

(e) The Assuming Bank shall, not later than fifty (5 0) days after giving the notice 

provided in Section 4.7(b), (i) relinquish and release to the Receiver all property subj ect to the 

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relevant Data Processing Lease, in the same condition as at B ank Closing, normal wear and tear 

excepted , or (ii) accept an assignment or a sublease thereof or negotiate a new lease or license 

agreement under this Section 4.7 . 

4.8 Agreement with Respect to Certain Existing Agreements. 

(a) Subject to the provisions of Section 4 .8(b), with respect to agreements existing as 

ofBank Closing which provide for the rendering of services by or to the Failed Bank, within 

thirty (30) days after Bank Closing, the Assuming Bank shall give the Receiver written notice 

specifying whether it e lects to assume o r not to assume each s uch agreement. Except as may be 

otherwise provided in this Article IV , the Assuming Bank agrees to comply with the terms of 

each such agreement for a period commencing on the day after Bank Closing and e nding on: (i) 

in the case of an agreement that provides for the rendering of services by the Failed Bank, the 

date which is ninety (90) days after Bank Closing, and (ii) in the case of an agreement that 

provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after 

the Assuming B ank h as given notice to the Receiver of its electio n not to assume such 

agreement; provided, that the Receiver can reasonably make such service agreements a vailable to 

the Assuming Bank. The Assuming Bank shall be deemed by the Receiver to have assumed 

agreements for which no notification is timely g ive n. The Receiver agrees to assign, transfer, 

convey, and deliver to the Assuming Bank all right, title and interest of the Receiver, if any, in 

and to agreements the Assuming Bank assumes hereunder. In the event the Assuming B ank 

elects not to accept an ass ignment of any lease (or sublease) or negotiate a new lease for leased 

B ank Premises under Section 4 .6 and does not otherwise occupy such premises, the provisions of 

thi s Section 4.8(a) shall not apply to service agreements related to such premi ses. The Assuming 

Bank agrees, during the period it has the use or benefit of any such agreement, promptly to pay to 

the Receiver or to appropriate third parties at the direction of the Receiver all operating costs 

with respect thereto and to comp ly with all relevant term:-> of such agreement. 

(b) The provisions of Section 4.8(a) shall not a ppl y to (i) agreements pursuant to 

which the Failed Bank provides mortgage ser vicing for others or mortgage servicing is provided 

to the Failed Bank by others, (ii) agreements that are subject to Sections 4.1 through 4.7 and any 

insurance policy or bond refen·ed to in Section 3.5(a) or other agreement specified in Section 3.5, 

and (iii) cons ulting, management or employment agreements, if any, between the Failed Bank 

and its employees or other Persons. Except as otherw ise expressly set forth elsewhere in this 

Agreement, the Assuming Ba nk 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 Bank agrees to perform all 

obligations of the Failed Bank with respect to Federal and State income tax infmmational 

reporting re lated to (i) the Assets and the Lia bilities Assumed , ( ii) deposit accounts that were 

closed and loans that were pa id off or collateral obtained with respect thereto prio r to Bank 

Closing, (iii) miscellaneous p ayments made to vendors of the Failed Bank, and (iv) any other 

asset or liability of the Failed Bank, including, without limitation, loans n ot purchased and 

D eposits not assumed by the Assuming B ank, as may be required by the Receiver. 

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4.10 Insurance. The Assuming Bank agrees to obtain insurance coverage effective 

from and after B ank C losing, incl uding public liability, fire and extended coverage insurance 

acceptable to the Receiver with respect to owned or leased Bank Premises that it occupies, and 

all owned or leased Furniture and Equipment and Fixtures and leased data processi ng equipment 

(i11cluding hardware and software) located thereon, .in the event such insurance coverage is not 

already in force and effect w ith respect to the Assuming Bank as the insured as of B ank Closing. 

All such insm ance shall, where appropriate (as detennined by the Receiver), name the Receiver 

as an additional insured. 

4.11 Services for Receiver and Corporation. For the period commencing o n the day 

following Bank Closing and ending on the one hundred eightieth ( 180th) day thereafter , the 

Assuming Bank agrees to provide to the Receiver and the Corporation, without charge, adequate 

and suitable office space (including parking facilities and vault space), furniture, equipment 

(including photocopying and telecopying machines), email accounts, network access and 

technology reso urces (s uch as shared drive) and utilities (including local telephone service and 

fax machines) at the Bank P remises occupied by the Assuming Bank fo r their use in the 

discharge of the ir respective functions with respect to the Failed Bank. In the event the Receiver 

and the Corporation determine that the space provided is inadequate or unsuitable, the Receiver 

and the Corporation may relocate to other quarters having adequate and suitable space and the 

costs of relocation and any re ntal and utility costs for the balance of the petiod of occupancy by 

the Receiver and the Corporation shall be borne by the Assuming Bank. Additionally, the 

Assuming Bank agrees to pay such bills and invoices on behalf of the Receiver and Corporation 

as the Receiver or Corporatio n may direct for the period beginning on the date of Bank C losing 

and ending o n Settlement Date. Assuming Bank shall submit it requests for re imbursement of 

such expenditures pursuant to Article VIII of this Agreement. 

4.12 Agreement with R espect to Continuation of Group Health P lan Cover age for 

Former E mployees of the Failed Bank. 

(a) The Assuming Bank agrees to assist the Receiver, as provided in this Section 

4.12, in offering individuals who were employees or former e mployees of the Failed Ba nk, or any 

of its Subsidiaries, and who, immediately prior to Bank Closing, were receiving, or were eligible 

to receive, health insurance coverage or health insurance continuation coverage from the Failed 

B ank ("Eligible Individuals" ), the opportunity to obtain health insurance coverage in the 

Corporation's FIA Continuation Coverage Plan which provides for health insurance continuation 

coverage to s uch Eligible Individuals who are qualified be neficiaties of the Failed Bank as 

defined in Section 607 of the E mployee Retirement Income Security Act of 1974, as amended 

(respectively, "qualified beneficiaries" and "ERISA"). The Assuming Bank shall consult with the 

Receiver and not later than five (5) Business Days after Bank Closing shall provide wri tten 

notice to the Receiver of the number (if available), identity (if available) and addresses (if 

available) of the Eligible Individuals who m·e qualified beneficiaries of the Failed Bank and for 

whom a "qualifying event" (as defined in Section 603 ofERISA) has occurred and with respect 

to whom the Failed B ank's o bligations under Patt 6 of S ubtitle B of Title I of ERISA have not 

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been satisfied in full, and such other information as the Receiver may reasonably requir e. The 

Receiver shall cooperate with the Ass umin g Bank in order to permit it to prepare such n otice and 

shall provide to the Ass uming Bank s uch data in its possession as may be reasonably required fo r 

purposes of preparing such notice. 

(b) The Assuming Bank shall take such fuJther action to assist the Receiver in 

offering the Eligible Individuals who are qualified beneficiari es of the Failed Bank the 

opportunity to obtain health insurance coverage in the Corporation's FIA Continuation Coverage 

Plan as the Receiver may direct. All expenses incurred and paid by the Ass uming Bank (i) in 

connection with the obli gations of th e Assumjn g Bank under thi s Section 4.1 2, and (ii) in 

providing health insurance continuation coverage to any Eligible Individuals who are hired by the 

Assuming Bank and such employees' qualified beneficiaries shall be borne by the Assuming 

B ank. 

(c) This Section 4.1 2 is for the sole and excl us ive benefit of the patties to thi s 

Agreement, and for the benet1t of no other Per son (includi ng any former employee of th e Failed 

Bank or any Subsidiary there of or qualified beneficiary of such former empl oyee). Nothin g in 

this Section 4.1 2 is intended by the parties, or shall be construed, to give any Person (incl uding 

any form er employee of the F ailed Bank or any Subsidiary thereof or qualified beneficiary of 

such former empl oyee) other than the Corporation, the R eceiver and the Assuming Bank any 

legal or equitable ri ght, reme dy or claim under or with respect to the provisions of thi s Section. 

4.13 Agreement with Respect to Interim Asset Servicing. At any time after B ank 

Closing, the R eceiver may establish on its boo ks an asset pool(s) and may transfer to such asset 

pool(s) (by means of accounting entries on the books of th e Receiver) all or any assets and 

Liabilities of the Failed Bank which are not acquired by the Ass uming Bank, including, without 

limitation, wholly unfunded Commitments and assets and liabilities whi ch may be acqui red, 

funded or origin ated b y the Receiver subsequent to Bank Closing. The Receiver may re move 

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 Ass uming B ank agrees to service, administer, and 

collect such pool assets in accordance with and for the term set forth in Exhibit 4.13 "Interi m 

Asset Servicing Arrangement" 

4.14 Agreement with Respect to Option to Purchase Loan Pools. The 

Receiver hereb y grants to the Assuming Bank an exclusive option for the p eri od of 30 d ays 

commencing the day after the B ank Closing Date to establish and purchase loan pools at Book 

Value . The Assuming Bank shall give written notice to th e Receiver within the option period of 

its election to establish and p urchase any of the establishe d pools. The pools shall be purchased 

purs uant to the FDIC's loan sale agreement. 

ARTICLE V 


DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 


5.1 Payment of Checks, Drafts and Orders. Subj ec t to Section 9.5, the Ass umin g 

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Bank agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of the 

Failed Bank presented for payment, whether drawn on the check or draft forms provide d by the 

Failed Bank or by the Assuming Bank, to the extent that the Deposit balances to the credit o:f the 

respective makers or drawers assumed by the Assuming B ank under this Agreement are 

sufficient to permit the payment thereof, and in all other respects to discharge, in the us ual course 

of conductin g a banking business, the duties and obli gatio ns of the Failed B ank with respect to 

the Deposit ba lances due and owing to the depositors of the Failed Bank assum ed by the 

Assuming Bank under this Agreement. 

5.2 Certain Agreements Related to Deposits. Subject to Section 2.2, the A ssuming 

Bank agrees to honor the terms and conditions of any written escrow or mortgage servicing 

agreement or other similar agreement relating to a Deposit liability assumed by the Assuming 

Bank pursuant to thi s Agree ment. 

5.3 Notice to Depositors. 

(a) Within seven (7) days after Bank Closing, the Assumin g Bank sh all give ( i) notice 

to depos itors of the Failed Ba nk of its assumption of the Deposit liabi lities of the Failed Bank, 

and (ii) any notice required under Section 2.2, by mailing to each such depositor a notice with 

respect to such assumption and by advertising in a newspaper of general circulation in the county 

or counties in w hich the Failed Bank was located . The Ass umin g Bank agrees that it will obtain 

plior approval of all such notices and advertisements from counsel for the Receiver and that such 

no tices and adverti.sements shall not be mailed or publishe d umil such approval is received. 

(b) The Assuming Bank shall give notice by mail to depositors of the Failed Bank 

concerning the procedures to claim their deposits, whi ch notice shall be p rovided to the 

Assuming Bank by the Recei ver or the Corporation. Such notice shall be included with the notice 

to depositors to be mailed by the Assuming Bank pursuant to Section 5.3(a). 

(c) If the Assuming Bank proposes to ch arge fees diffe rent from those charged by the 

Failed Bank before it establis hes new deposit account relationships with the deposito rs of the 

Failed Bank, the Assuming B ank shall give notice by mail of such changed fees to such 

de positors. 

ARTICLE VI 


RECORDS 


6.1 Transfer of Records. 

(a) In accordan ce with Sectio n 3.1 , the Receiver assig ns, tran sfers, conveys. and 

delivers to the Assuming Bank the following Records pe11aining to the Deposit liabilities o f the 

Failed Bank assumed by the Assuming Bank under this Agreement, except as provided in 

Section 6.4: 

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(i) signature cards, orders, contracts between the Failed Bank and its depositors 

and Records of similar character; 

(ii) passbooks of depositors held by the Failed Bank, deposit slips, cancelled 

checks and withdrawal orders representing charges to accounts of depositors; 

and the foll owing Records pe rtai ning to th e Assets: 

(iii) records of deposit balances carried with other banks, bankers or trust 

companjes; 

(iv) Loan and collateral records and Credit Files and other documents; 

(v) deeds, mottgages, abstracts, surveys, a nd other instruments or records of title 

pertaining to real estate or real estate mortgages; 

(vi) signature cards, agreements and records pertaining to Safe Deposit B oxes, if 

any; and 

(vii) records pertai ning to the credit card business, tru st bu siness or safe keeping 

business of the Failed Bank, if any. 

(b) The Receiver, at its option, may assign and tran sfer to the Ass uming Bank by a 

single blanket assignment or otherwise, as soon as practicable after Bank Closing, any other 

Records not assigned and transferred to the Assuming Bank as provided in this Agreement, 

including but not limited to Loan disbursement checks, general ledger tickets, official bank 

checks, proof transactions (i ncluding proof tapes) and paid out loan files. 

6.2 Delivery of Assigned Records. The Receiver shall deliver to the Assumjog Bank 

all Records described in (i) Section 6. 1 (a) as soon as practicable on or after the date of this 

Agree ment, an d (ii) Section 6.l(b) as soon as practi.cable after making any assignment described 

therein. 

6.3 Preservation of Records. The Assumin g Bank agrees that it will preserve and 

maintain for the joi nt benefit of the Receiver , the Corporation and the Assuming Bank, all 

Records of which it has custody for such period as either the Receiver or the Corporation in its 

discretion may require, until directed otherwise, in writing, by the Receiver or Corpor ation. The 

Assuming Bank shall have the primary responsibili ty to respond to subpoenas, discovery 

requests, and other similar official inquiries with respect to the Records of which it has cus tody. 

6.4 Access to Records; Copies. The Assuming Bank agrees to perm it the Receiver 

and the Corporation access to aU Records of wh ich the Assuming Bank has custody , and to use, 

inspect, make extracts from or req uest copies of any such Records in the manner and to the 

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extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any 

Record in the form of microfilm or microfiche pertaining to Deposit account relationships; 

provided, that in the event that the Failed Bank maintained one or more duplicate copies of such 

microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to 

the Corporation one s uch 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 th e date of thi s Agreement. The patty 

requesting a copy of any Record shall bear the cost (based on standard accepted industry charges 

to the extent applicable, as d etermined by the Receiver) for providing s uch duplicate Records. A 

copy of each Record requested shall be provided as soon as practicable by the party havi ng 

custody thereof. 

ARTICLE VII 


BID; INITIAL PAYMENT 


The Assumin g Bank has submitted to the Receiver a bid of zero percent (0.0%) of the 

Assumed Deposits, as described in the transaction recap, for the Assets purchased and Liabilities 

Assumed hereunder (the "Bid Amount"). The Deposit bid will be applied to the total of all 

Assumed Depo sits except fo r brokered , CDARS, and any market place or similar subscription 

services Deposits. On the Payment Date, the Assuming Bank will pay to the Corporation, or the 

Corporation will pay to the Assuming Bank, as the case may be, the Initial Payment, together 

with interes t on such amount (if the Payment Date is not the day following the day of Bank 

C losing) from and including the day following Bank Closing to and including the day preceding 

the Payment Date at the Settlement interest Rate . 

ARTICLE Vlll 


ADJUSTMENTS 


8.1 Pro Forma Statement. It is understood that the determin ation of the Initial Payment 

is based on the Receiver's best estimate of the Liabilities A ssumed and the Assets at Bank 

Closing. The Receiver, as soon as practicable after Bank Closing, in accordance with the best 

information then available, shall provide to the Assuming Bank a pro forma statement r eflecting 

any adjustments of such liabiliti es and assets as may be necessary. Such pro forma statement 

shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those 

contemplated by Section 2. 1 or Section 3. 1, respec tively, which at Bank Closing were carried in 

the Failed Bank's suspense accounts, (ii) accruals as of Bank Closing for all income rel ated to the 

assets and business of the Failed Bank acquired by the Assuming Bank hereunder, whether or n ot 

such accruals were reflected on the Accounting Records of the Failed Bank in the normal course 

of its operations, and (iii) adjustments to determine the Book Value of any investment i n an 

Acquired Subsidiary and related accounts on the "bank only" (u nconsolidated) 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 fo r investments in subsid iaries, except that the resulting amount 

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cannot be less than the Acquired Subsidiary's recorded equity as of Bank Closing as reflected on 

the Accounti ng Records of t11e Acquired Subsidiary. Any Loan p urchased by the Assuming Bank 

pursuant to Section 3. l which the Failed Bank charged off during th e period from April 30, 2009 

to Bank Closing shall be deemed not to be c harged off for the purposes of the pro forma 

statement, and the purchase price shall be determined purs uant to Section 3.2. 

8.2 Correction of Errors and Omissions; Other Liabilities. 

(a) In the event a ny bookkeeping omissions or errors are discovered in preparing any 

pro forma statement or in completing the transfers and assumpti ons conte mpl ated hereby, the 

patties hereto agree to correct such errors and omissions, it being understood that, as far as 

practicable, all adjustments wil l be made consistent with the judgments, me thods, polic ies or 

accounting p rinciples u tilized by the Fail ed Bank in preparing and maintaining Accounting 

R ecords, except that adjustments made pursuant to this Section 8.2(a) are not intended to bring 

the Accounting R ecords of the Failed Bank into accordance with generally accepted accounting 

principles. 

(b) Ifthe 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 ass umed under Article 11 had the existence of such clai m or the facts 

giving rise thereto been known as of Bank Closing, the Receiver may, in its discretion, at any 

time. require that such cJaim be assumed by the Assuming Bank in a manner consistent with the 

intent of this Agreement. Tbe Receiver will make appropriate adjustments to the pro forma 

statement provided by the Receiver to the Assuming Bank pursuant to Section 8.l as may be 

necessary. 

8.3 Payments. The Receive r agrees to cause to be paid to the Assuming Bank, or th e 

Assuming Bank agrees to pay to the Receiver, as the case may be, on the Settlement Date , a 

payment in an amount which reflects net adjustments (including any costs, expenses and fees 

associated with determinations of value as provided in this Agreement) made pursu ant to Section 

8.1 or Section 8.2, plus interest as provided in Section 8.4. The Receiver and the Assuming Bank 

agree to effect on the Settlement D ate any further transfer of assets to or assumption of liabilities 

or claims by the Assuming Bank as may be necessary in accordance with Section 8. l o r 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 Bank Closing to and including the day 

preceding the payment at th e Settl e ment Interest Rate. 

8.5 Subsequent Adjustments. In the event that the Ass uming B ank or the R eceiver 

discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the 

pay ment made under Section 8 .3 after the Settle ment Date, th e Assuming Bank and the Receiver 

agree to promptly correct any such errors or omissions, make any pay ments and effect any 

transfe rs or ass umptions as m ay be necessary to reflect any such correction plus interest as 

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provided in Section 8.4. 

ARTICLE IX 


CONTINUING COOPERATION 


9.1 General Matters. The parties hereto agree th at they will, in good faith and with 

their best efforts, cooperate with each other to carry out the tran sactio ns contemplated by this 

Agreement and to effect the purposes hereof. 

9.2 Additional Title Documents. The Receiver, the Corporation and the Assuming 

B ank each agree, at any time, and fro m time to time, upon the request of any party hereto, ro 

execute a nd deli ve r such additi onal instrume nts and docume nts of conveyance as shall be 

reasonably necessary to vest in th e a ppro pri ate party its full legal or equitabl e title in a nd to the 

property transferred pursuant to thi s Agreement or to be transferred in accordance herewith. The 

Assuming Bank shall prepar e such instruments and doc uments of conveyance (in form and 

substance satisfactory to the R eceiver) as sh all be necessary to vest title to the Assets in th e 

Assuming Bank. The Assuming Bank shall be respo nsible for recording such instruments and 

documents of conveyance at its own expense. 

9.3 Claims and Suits . 

(a) The Receiver shaJl have the right, in its di scretion, to (i) defend or settle any claim 

or sui t against the Assuming B ank with respect to which the Receiver has indemnifi ed the 

Assuming Bank in the same manner and to the same extent as provided in Articl e XII, and (ii) 

defe nd or settl e any claim or suit against tbe Assuming Ba nk with respect to any Li abi lity 

Assumed, which claim or suit may result in a loss to the R eceiver arising out of or related to th is 

Agreement , or whi ch existed against th e Failed Bank on or before Bank Closing. The exercise by 

the Receiver of any righ ts under this Section 9.3(a) shall n ot release the Assuming B ank with 

resp ect to any of its obligations under this Agreement. 

(b) In the event an y action at law or in equity s hall be instit uted by any Person against 

the Receiver and the Corporation as codefe nda nts with respect to any asset of the Failed B ank 

retained or acquired pursua nt to th is Agreement by the Receiver, the Receiver agr ees, at the 

request of the Corporatio n, to j oin with the Corpor atio n in a petiti on to remove the actio n to the 

United States Disttict Court for the proper district. The Receiver agrees to institute, with or 

without joinder of the Corpor ation as coplaintiff, any actio n with respect to any such retained or 

acquired asset or a ny matter connected therewith whenever notice requiring such action shall be 

given by the Corporation to the Receiver. 

9.4 Payment of Deposits . In the eve nt a ny depositor does not accept the obligation of 

the Assuming Bank to p ay an y Deposit li ability of the Failed Bank assumed by th e Assuming 

B ank pursuant to this Agreement and asserts a claim against the Receiver f or all or any p ortion of 

any such De posit liability, the Assuming Bank agrees on demand to provide to the Receiver 

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funds sufficient to pay such claim in an amount not in excess of the Deposit liability reflected on 

the books of the Ass uming Bank at the time such claim is made . Upon payment by the Assuming 

Bank to the Receiver of such amount, the Assuming Bank shall be discharged from any further 

obligation under this Agreement to pay to any such depositor the amount of such Deposit liability 

paid to the Receiver. 

9.5 Withheld Payments. At any time, the Receiver or the Corporation may, in its 

discretion, determine that all or any portion of any deposit balance assumed by the Assuming 

Bank purs uant to thi s Agreement does not constitute a "Deposit" (or otherwise, in its discretion, 

deterrnine that it is the best interest of the Receiver or Cor poration to withhold all or any portion 

of any deposit), and may direct the Assuming Bank to withhold payment of all or any portion of 

any such deposit balance. Upon such direction , the Assuming Bank agrees to hold such deposit 

and not to make any payment of such deposit balance to or o n behalf ofthe depositor, or to itself, 

whether by way of transfer, set-off, or otherwise. The Ass uming Bank agrees to maintain the 

"withheld payment" status of any such deposit balance until directed in writing by th e Receiver 

or the Corporation as to its disposition. At the direction of the Receiver or the Corporation, the 

Assumin g Bank shall return all or any portion of such deposit balance to the Receiver or the 

Corporation, as appropriate, and thereupon the Assuming Bank shall be discharged from any 

further liability to s uch deposito r with respect to such returned deposit balance . 1f such deposit 

balance has been pa id to the depositor prior to a de mand for return by the Corporation or the 

Receiver, and payment of such deposit balance bad not been previously withheld pursuant to this 

Section, the Assuming Bank shall not be obligated to retw·n such deposit balance to the Receiver 

or the Corporation. The Assuming Bank shall be obligated to reimbmse the Corporation or the 

R eceiver, as the case may be, for the amou nt of any deposit balance or portion thereof paid by the 

Assuming Bank in contravention of any previous direction to withhold payment of such deposit 

balance or return such deposiL balance the payment of which was withheld pursuant to thi s 

Section. 

9.6 Proceedings with Respect to Certain Assets and Liabilities. 

(a) In connection with any investigation, proceeding o r 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 Rece iver pursuant to thi s Agreement, the Ass uming Bank shall cooperate to the 

extent reasonably required by the Receiver. 

(b) In addition to its obligations under Section 6.4. the Assuming Bank sha]l 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 AcquiJed 

Subsidiaries, and (ii) its books and records, the books and records of the Acquired Subsidiaries 

and all Credit Files, and copies th ereof. Copies of books, records and Credit Files shall be 

provided by the Assuming Bank as requested by the Receiver and the costs of duplication thereof 

shall be borne by the Receiver. 

(c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date 

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of the notice of transfer of any Loan by the Assuming B ank to the Receiver pursuant to Section 

3.6, the A ssuming Bank shall deliver to the Receiver such documents with respect to such Loan 

as the Receiver may request, including without limitation the following : (i) all re lated Credit 

Documents (other than certif icates, 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 the n accrued and unpaid thereon, and any restrictions o n transfer to wh ich any such 

Loan is subj ect, and (iii) all Credit Files, and all docume nts, microfiche, microfilm and computer 

records (including but not limited to magnetic tape, disc s torage, card forms and printed copy) 

maintained by, owned by, or in the possession of the Assuming Bank or any Affiliate of the 

Assuming Bank relating to the transfen ed Loan. 

9.7 Information. The Assuming Bank promptly shall provide to the Corporation suc h 

other information, inc luding financial state ments and computations, relating to the performance 

of the provisions of this Agreement as the Corporation or the Receiver may request from time to 

time, and, at the request of the Receiver, make available employees of the Failed Bank employed 

or retained by the Assuming Bank to assist in preparation of the pro forma statement pursuant to 

Section 8. 1. 

ARTICLE X 


CONDITION PRECEDENT 


The obligations of the parties to this Agreement are subject to the Receiver and the 

Corporation hav ing rece ived at or before Bank Closing evidence reasonably satisfactory to each 

of any necessary approval , waiver, or other action by an y governmental authority, the board of 

directors of the Assuming Bank, or othe r third party, with respect to this Agreement and the 

transactions contemplated he reby, the closing of the Failed Bank and the appointment of the 

Receiver, the chartering of the Assuming Bank, and any agreements, documents, matters or 

proceedings contemplated hereby or thereby. 

ARTICLE XI 


REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 


The Assuming Bank represents and warrants to the Corporation and the Receiver as 

follows: 

(a) Corporate Existence and Authority . The As suming Bank (i) is duly organized, 

validly existing and in good standing under the laws of its Charterin g Authority and has full 

power and authmity to own and operate its properties and to conduct its business as now 

conducted by it, and (ii) has full power and au thority to execute and deliver this Agreement and 

to perform its obligations hereunder. The Assuming Bank has taken all necessary corporate 

action to authorize the execution , de livery and performance of thi s Agreeme nt and the 

performance of the transactions contemplated h ereby. 

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(b) Third Party Consents. No governmental authority or other third party consents 

(including but not limited to approvals, licenses, registrations or declarations) are required in 

connection with the execution , deli very or performance by the Assuming Bank of this 

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

(c) Execution and Enforceability. This Agreement has been duly executed and 

deli vered by the Assuming Bank and when this Agreement has been duly a uthorized , executed 

and delivered by the Corporation and the Receiver, thi s Agreement wj]) constitute the legal, valid 

and binding obligation of the Assuming Bank, e nforceable in accordance with its term s. 

(d) Compliance with Law. 

(i) Neither the Assuming Bank nor any of its Subsidiaries is in violation of any 

statute, regu.lation, order, decision, judgment or decree of, or any restriction imposed by, the 

United States of America, any State, municipality or other political subd ivision or any agency of 

any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Bank 

or any of its Subsidiaries or any assets of any such Person , or any foreign government or agency 

thereof having such jurisdiction, with respect to the conduct of the business of the Assuming 

Bank or of any of its Subsidiaries, or the ownership of the properties of the Assuming Bank or 

any of its Subsidiaries, which, either individually or in the aggregate with all other such 

violations, would materiaJJy and adversely affect the business, operations or condit ion (financial 

or otherwise) of the Assuming Bank or the ab ility of the Assuming Bank to perform, satisfy or 

observe any obligation or condition under this Agreement. 

(ii) Neither the execution and delivery nor the performance by the Assuming Bank 

of this Agreement will result in any violation by the Assuming Bank of, or be in cont1ict with, 

any provision of any app licable law or regulation, or any order, writ or decree of any court or 

go vernmental authority. 

e) Representations Remain True. The Assuming Bank represents and warrants 

that it has executed and delivered to the Corporation a Purchaser Eligibili ty Certification and 

Confidenti ality Agreement and that all information provided and representations made by or o.n 

behalf of the Assuming Bank in connection with this Agreement and the transactions 

contemplated hereby, including, but not limi ted to, the Purchaser Elig ibility Certification and 

Confidentiality Agreement (which are affirmed and ratified hereby) are and remain true and 

conect in all material respects and do not fail to state any fact required to make the information 

contained therein not misleading. 

ARTICLE XII 


INDEMNIFICATION 


12.1 Indemnification of Indemnitees. From and after Bank Closing and subject to 

the limitations set forth in this Section and Section 12.6 and compliance by the lndemnitees with 

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Section 12.2, the Receiver agrees to indemnify and hold harmless the lndemnitees against any 

and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the 

assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, j udgments, 

fines and amounts paid in settlement actually and reasona bly incurred in connection with claims 

against any Indemnitee based on liabilities of Lhe Failed B ank that are not assumed by the 

Assuming Bank pursuant to this Agreement or subsequent to the execution hereof by the 

Assuming Bank or any Subsidiary or Affil iate ofthe Assuming Bank for which indemnification 

is provided hereunder in (a) of this Section 12. 1, subject to certain exclusions as provid ed in (b) 

of this Sectio n 12. 1: 

(a) 

( 1. ) claims based on the rights of an y shareholder or former shareholder as such of 

(x) the Failed Bank, or (y) any Subsidi ary or Affiliate of the Failed Bank; 

(2) claims based on the righ ts of any creditor as such of the Failed Bank, or any 

creditor as such of any director, officer, employee or agent of the Failed B ank, with respect to 

any indebtedness or other obligation of the Failed Bank arising prior to Bank Closing; 

(3) claims based on lhe rights of any present or former director, officer, employee 

or agent as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank; 

(4) claims based on any actio n or inaction p rior to Bank Closing of the failed 

Bank, its directors, offi cers, e mployees or agents as such, or any Subsidi ary or Affiliate of the 

Failed Bank, or the directors, of ficers, employees or agents as such of such Subsidiary or 

Affiliate; 

(5) claims based on any mal feasance, misfeasance or nonf easance of the Failed 

Bank, its directors, officers, e mployees or agents with respect to the trust business of the Failed 

Bank, if any ; 

(6) claims based on any failure or alleged failure (not in violation of law) by the 

Assuming Bank to continue t o perform any service or activity previously performed by the Failed 

B ank which the Assuming B ank is not required to perform pursu ant to this Agreement or which 

arise under any contract to whjch the Failed Bank was a party which the Assuming Bank elected 

not to assume in accordance with this Agreement and which neither the Assuming B ank nor any 

Subsidiary or Affiliate of the Assuming Bank bas assumed subsequent to the execution hereof; 

(7) claims aris ing from any action or inacti on of any Indemnitee, including for 

purposes of this Section 12.1 (a)(7) the former officers or e mployees 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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(8) claims based on the rights of any depositor of the Failed Bank whose deposit 

has been accorded "withheld payment" status and/or returned to the Receiver or Corporation in 

accordance with Section 9.5 and/or has become an "unclaimed deposit" or has been returned to 

the Corporation or the Recei ver in accordance with Section 2.3; 

(b) provided , that, with respect to this Agreement, except for paragraphs (7) and (8) 

of Section 12. 1 (a), no inde mnification will be provided under thi s Agreement for any: 

(1) judgment or fine against, or any amo unt 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 

aelion or inaction of either the Failed Bank, its directors, officers, employees or agents as such 

prior to Bank Closing, un less any such judgment, fi ne or amount paid in settlement exceeds the 

greater of (i) the Repurchase Price of such Asset, or (ii) the monetary recovery sought on such 

Asset by the Assumin g Bank in the cause of action from which the counterclaim arises; and in 

such event the Receiver will provide indemnification only in the amount of such excess; and no 

indemnification will be provided for any costs or expenses other than any costs or expenses 

(including attorneys' fees) which, in the determination of ilie 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 di screti on, on its 

behalf and/or on behalf of the Receiver, in the defense of any such counterclaim; 

(2) claims with respect to any liability or obligation of the Failed Bank that is 

expressly assumed by th e Assumin g Bank pursuant to thi s Agreeme nt or subsequent to the 

execution hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank; 

(3) claims with respect to any liability of the Failed B ank to any present or form er 

employee as such of the Failed Bank or of any Subsidiaty or Affiliate of the Failed Bank, w hich 

liability is expressly assumed by the Assuming Bank pursuant to this Agreement or subsequent to 

the execution hereof by the Assuming Bank or any Subsid iary or Affiliate of the Assuming Bank; 

(4) claims based on the failure of any Indemnitee to seek recovery of damages 

from the Receiver for any claims based upon any action or inaction of the Failed Bank, its 

directors, officers, employees or agents as fiduciary, agent or custodian prior to Bank Closing; 

(5) claims based on any violation or alleged violation by any Indemnitee of the 

antitrust, branching, banking or bank holding company or securities laws of the United States of 

America or any State thereof; 

(6) claims based on the rights of any present or former creditor, customer, or 

supplier as such of the Assuming Bank or any Subsidiary or Affiliate of the Assumi ng Bank; 

(7) claims based on the rights of any present or fonner shareholder as such of the 

Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank regru·dless of whether any 

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such present or former shareholder is also a present or former shareholder of the Failed Bank; 

(8) claims, if t he Receiver determines that the effect of providing such 

indenmification would be to (i) expand or alter the provisions of any warranty or disclaimer 

thereof provided in Section 3 .3 or any other provision of this Agreement, or (ii) create any 

warranty not expressly provided under this Agreement; 

(9) claims which could have been enforced against any Indemnitee had the 

Assuming Bank not entered into this Agreement; 

( 10) claims based on any liability for taxes or fees assessed with r espect to the 

consummation of the transactions contemplated by this Agreement, including without limitation 

any subsequent transfer of any Assets or Liabilities Assumed to any Subsidi ary or Affiliate of the 

Assuming Bank; 

(1.1) except as expressly provided in this Article Xli, claims based on any actio n 

or inaction of any Indemnitee, and nothing in this Agreement shall be con strued to provide 

indemnification for (i) the Failed Bank, (ii) any Subsidiary or Affiliate of the Fail ed 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 di scretion, may provide indemnification 

here under fo r any present or former director, officer, emp loyee or agent of the Failed Bank or its 

Subsidiaries or Affiliates who is also or becomes a director, officer, employee or agent of the 

Assuming Bank o r its Subsidiaries or Affiliates; 

(12) claims or actions which constitute a breach by the Assuming Bank of the 

representations and warranties contained in Article XI; 

(13) claims arising out of or relating to the condition of or generated by an Asset 

aris ing from or relating to the presence, storage or release of any hazardous or toxic substance, or 

any p ollu tant or contaminant, or conditio n of such Asset which violate any app licable Federal, 

State or local law or regulatio n concerning environ mental protectio n; and 

(14) claims based on, related to or arising from any asset, including a loan , 

acquired or liability assumed by the Ass uming Bank, other than pursuant to this Agreement. 

12.2 Conditions Precedent to Indemnification. It shall be a co nditi on precedent to 

the obligation of the Receiver to inde mnify any Person pursuant to this Article XU that such 

Person shall , with respect to any claim made or threatened aga inst such Person for wl1ic h such 

Person is or may be entitled to indemnification hereunder: 

(a) give writte n notice to the Regional Cou nsel (Litigation Branch) of the Corpor ation 

in the manner and at the address provided in Section J3.7 of such claim as soon as practicable 

after such claim is made or threate ned ; provided, that notice must be g iven on or before the date 

which is s ix (6) years from the date of this Agreement; 

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(b) provide to the Receiver s uch 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 wi th respect to such claim, upon reasonable prior 

notice, afford to the Receiver the right, which the Receiver may exercise in its sole discretion , to 

conduct the investigatio n, control the defense and effect settlement of such claim, including 

without limi tation the ti ght to designate cou nsel and to control all negotiati ons, llti gation, 

arbitration, settlements, compromises and appeals of any s uch claim, all of which shall be at the 

expense of the Receiver; provided, that the Receiver shall have notified the Person claiming 

indemnification in writing that such claim is a claim with respect to which the Person claiming 

indemnifi cation is ent itled to inde mnification under thi s 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 incuned upon the written direction of 

the Receiver; 

(f) not release or settle such cla im or make any payment or admission with respect 

thereto, unl ess the Receiver consents .in writing thereto, wh ich consent shall not be unreasonabl y 

w ithh eld ; provided, th at 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 R eceiver; and 

(g) take reasonable action as the Receiver may req uest in writing as necessary to 

preserve, protect or enforce the rights of the indenmified Person against any Primary Indemnitor. 

12.3 No Additional Warranty. Nothing in thi s Article XII shal] be constru ed or 

deemed to (i) expand or otherwise alter any wammty or clisclaimer thereof provided under 

Section 3.3 or any other provision of this Agreement with respect to, among oth er matters, the 

title, va lue, coltec tibility, genuineness, enforceability or condition of any (x) Asset, or (y) asset of 

the Failed Bank purchased by the Assuming Bank subsequ ent to the execution of this Agreeme nt 

by the Assuming Bank or any Subsidiary or Af filiate of the Assuming Bank, or (ii) create any 

warranty not expressly provided under this Agreement with res pect thereto. 

12.4 Indemnification of Receiver and Corporation. F rom and after Bank Closing, 

the Ass uming Bank agrees to indemnify and hold harmless th e Corporation and the Receiver and 

their res pecti ve directors, officers, employees and agents from and against any and all costs, 

losses, liabilities, expenses (i ncluding attorneys' fees), judg ments, fines and amounts paid in 

settlement actually and reasonably incurred in connection with any of the following: 

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(a) claims based on any and all liabilities or obligations of the Failed Bank assumed 

by the Assuming Bank pursuant to tllis Agreement or subsequent to the execution hereof by the 

Assuming Bank or any Subsidiary or Affi liate of the Assuming Bank, whether or not an y such 

liabilities subsequently are sold and/or transferred, other than any claim based upon any action or 

inaction of any Indenmitee as provided in paragraph (7) or (8) of Section 12.l(a); and 

(b) claims based on any act or omission of any Indemn itee (including but no t limited 

to claims of any Person claimjng any right or title by or through the Assuming Bank with respect 

to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action or 

inaction of any Indemnitee as provided in paJagraph (7) or (8) of Section 12.1 (a). 

12.5 Obligations Supplemental. The obl igations 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 amounr payable by any Ptimary Indemnitor to the Person indemnified 

under this Article Xll. 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 

agg regate amount of payments by the Receiver, or th e Corporation as g uarantor in accordance 

with Section 12.7, and all Primary Indemnitors with respect to any item of indemnification under 

this Article XU exceeds the amount payable with respect to such item, such Person being 

Lndemnif ied 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 Cla ims . Notwithstanding any provi sion ofthi s 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 judjcial, administrative or 

investigative, the Receiver shall have no obligation bereuoder to indemnify such Person for 

liability with respect to any criminal act or to the extent any costs or expenses are atrributable to 

the defense against the allegation of any criminal act, unless (i) the Person is successful on the 

merits or otherwise in the defense against any s uch action, suit or proceeding, or (ii) such action, 

suit or proceeding is terminated without the impos ition of liabili.ty on such Perso n. 

12.7 Limited Guaranty of the Corporation. The Corporation hereby guarantees 

performance of the Receiver's obligation to indemnify the Ass urrung Bank as set forth in this 

Article XII. It is a condition to the Corporation's obligation here under that the Assuming Bank 

shall comply in all respects with the applicable provisions of this Article XU. The Corporation 

shall be liable hereu nder o nly for such amo unts, if any, as the Receiver is obligated to pay under 

the terms of thi s Article XII but shall fail to pay. Except as otherwise provided above in thi.s 

Section 12.7, nothlng in thi s Article XII is intended or shal1 be construed to create any liability or 

obligation on the part of the Corporation, the Uruted States of Amelica 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 thls Article 

XII are the sole and exclusive responsibility of the Receiver and no other Person or entity. 

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12.8 Subrogation. Upon payment by the Receiver, or the Corporation as g uarantor in 

accordance with Section 12.7 , to any Ind emnitee for any claims indemnified by the Receiver 

under this Article XTI, the Receiver, or the Corporation as appropriate, shall become subrogated 

to all rights of the Inde mnitee against any other Person to the ex tent of such payment. 

ARTICLE XIII 


MISCELLANEOUS 


13.1 Entire Agreement. This Agreement embodies the entire agreement of the parties 

hereto in re lation to the subject matter herein and supersedes all prior understandings or 

agreements, oral or written, between the patties. 

13.2 Headings. The headings and subheadings of the Table ofContents, Articles and 

Sections contained in this Agreement, except the terms identified for definition in Article I and 

elsewhere in this Agreeme nt, are inserted for convenience only and shall not affect the meaning 

or interpretation of thi s Agreement or any provi sion hereof. 

13.3 Counterparts. This Agreement may be executed in any number of counterparts 

and by the duly authorized re presentative of a different pa rty hereto on separate counterparts, 

eac h of which when so executed shall be deemed to be an original and all of wh ich when taken 

together shall constitute one and the same Agreement. 

13.4 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND 

OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, 

AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, JN ACCORDANCE WITH 

THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS 

LOCATED. 

13.5 Successors. All terms and conditions of this Agreement sh all be binding on the 

successors and ass igns of the Receiver, the Corporation and the Assuming Bank. Except as 

otherwise specifically provided in this Agree ment, nothing expressed or refetTed to in this 

Agreement is intended or shall be construed to gi ve any Person other than the R eceiver, the 

Corporation and the Assuming Bank any legal or equitabl e 1i ght, remedy or claim unde r or with 

respect to this Agreement or any provisions contained herein, it being the intention of the parties 

hereto that thi s Agreement, the obligations and statements of responsibilities hereunder, and all 

other conditions and provis io ns hereof are fo r the sole and exclusive be nefit of the Receiver, the 

Corporation and the Assuming Bank and for the benefit of no other Perso n. 

13.6 Modification; Assignment. No amendment or other modification, rescission, 

release, or assignme nt of any part of this Agreement shall be effective except pursuant to a 

written agreement s ubscribed by the duly authorized representatives of the parties hereto. 

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13.7 Notice. Any notice, request, demand, consent, approval or other communication 

to any party hereto shall be effec ti ve when received and shall be given in writing, and delivered 

in person against rece ipt therefor, or sent by certified mail, postage prepaid, courier service, telex 

or facsimiJe transmission to such party (with copies as indicated below) at its address set forth 

below or at such other address as it s hall hereafter furnish in writing to the other parties. All such 

notices and other communications shall be deemed given on the date received by the addressee. 

Assuming Bank 

Central Bank & Tru st 

285 Main Street 

Lander, Wyoming 82520 

Attentio n: Willi am P. Von Holtum, Chairman 

with a cop y to: ___________ 

Receiver and Corporation 

Federal Depos it Insurance Corporation, 


Receiver of Bank of Wyoming, Thermopoli s, Wyoming 


160 I Bryan St. 


Dallas , Texas 75201. 


Attention: Settlement Manager 

with co py to: Regional Counsel (Litigation Branch) 

and with respect to notices under Article XII: 

Federal Deposit Insurance Corporation 

Receiver of Bank of Wyoming, Thermopolis, Wyoming 

1601 Bryan St. 

Dallas, Texas 75201 

Attention : Reg ional Counsel (Litigation Branch) 

13.8 Manner of Payment. All payments due under this Agreement shall be in la wful 

money of the United States of America in immedi ately available funds as each party here to may 

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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. 

13.9 Costs, Fees and Expenses. Except as otherwise specifically provided herein, each 

party hereto agrees to pay aU costs, fees and expen ses which it has incurred in connection with or 

incidental to the matters contained in this Agreement, including without limitation any fees and 

disbursements to its accountants and counsel ; provided, that the Assuming Bank sh all pay all 

fees, costs and expenses (oth er than attorneys' fees incurred by the Receiver) incurred i n 

connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in 

accordance herewith. 

13.10 Waiver. Each of the Receiver, the Corporation and the Assumjng Bank may 

waive its respective ri ghts, powers or privileges under this Agreement; provided , that s uch 

waiver shall be in writing; and further provided, that no failure or delay on the part of the 

Receiver, the Corporation or the Assuming Bank to exerc ise any ri ght, power or privilege under 

this Agreement shall operate as a waiver thereof , nor will any single or partial exercise of any 

right, power or privilege under this Agreement preclude any other or further exercise thereof or 

the exercise of any other right, power or privilege by the Receiver, the Corporation, or the 

Assuming Bank under this Agreement, nor will any such w aiver operate or be construed as a 

future waiver of such right, power or privilege under this Agreement. 

13.11 Severability. If any provision of this Agreement is declared invalid or 

unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement 

shall remai n in full force and effect and shall be binding upon the parties hereto. 

13.12 Term of Agreement. Thi s Agreement shall continue in full force and effect until 

the sixth (6th) anniversary of B ank Closing; provided, that the provisions of Section 6.3 and 6.4 

shall survive the expiration of the term of this Agreement. Provided, however, the receivership of 

the Failed Bank may be terminated prior to the expiration of tbe term of this Agreement; in such 

event, the guaranty o f the Corporation, as provided in and in accordance with the provisions of 

Section 12.7 shall be in effect for the remainder of the term. Expiration of the term of this 

Agreement shall not affect any claim or liability of any party w ith respect to any (i) amount 

which is owing at the time of such expiration, regard less of when s uch amount becomes payable, 

and ( ii) breach of this Agreement occurring prior to such expiration, regardless of when such 

breach is discovered. 

13.13 Survival of Covenants, Etc. The covenants, representations, and warranties in 

thi s 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 cttu. ed th1 Agreement to h~ 

executed by their duly authorized representatives a..; or the date first above v.ntten. 

FEDERAL DEPO ' IT I liRANCE CORPORA TIO~. 

RECEIVER OF BANK OF WYOMING, 

TJIERMOPOLIS, WYOMII'(, 

BY: 

1-­

NAML Jnomas Murray 

TITLE: Rcceivcr-in-Charg 

I c11J'!/J• I 

I I 

L...-----------' ft' EDERAL DEPOSIT I SlJRA~CE CORPORATION 

BY: 

- NAME: 'lltomas Murrny 

. .. .
 IDLE. Attomcy-m-l .let 

IL- S!; _/________,f C'I:'~I'D 

AME: William P. \'on H 

L E: Ctuunnan 

Attest: 

Mndulc 2 P&/1 w l.oan P1101J- P&A BGI\~ of\\ VOIIIIM~ 

VcrsJ<Jn 1.04 rhcrmorotr v. \e>mmt' 

JUI)' 7, 200•) 
SCHEDULE 2.1 - Certain Liabilities Assumed 

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SCHEDULE 2.1(a)- Excluded Deposit Liability Accounts 

Bank of Wyoming 


Thermopolis, WY 


Bank of Wyoming has depo s its associated with the Depository Organization (DO) Cede & Co as 

Nominee for DTC. The DO accounts do not pass to the Assumi ng Bank and ar e excluded fro m 

the tran saction as described in section 2. 1 of the P&A Agreement. T he attached Schedu le 2. l .a 

DO Detail Report identifies the DO accounts as of the date of the deposit download. This 

schedule will be updated pos t closing with data as of B ank Closing date. 

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SCHEDULE 3.1 - Certain Assets Purchased 

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SCHEDULE 3.1(e)- Loans Secured, In Whole Or In Part, By Assumed Deposits Or 

Deposits At Other Depository Institutions 

SEE ATTACHED LIST 

THE LIST(S), IF ANY, ATTACHED TO TIDS SCHEDULE (OR SUBSCHEDULE(S)) 

AND THE INFORMATION THEREIN, IS AS OF THEDATE OF THE MOST RECENT 

PERTINENT DATA MADE AVAILABLE TO THE ASSUMING BANK AS PART OF 

THE INFORMATION PACKAGE. IT WILL BE ADJUSTED TO REFLECT THE 

COMPOSITION AND BOOK VALUE OF THE LOANS AS OF THE DATE OF BANK 

CLOSING. THE LIST(S), IF ANY, MAY BE REPLACED WITH A MORE ACCURATE 

LIST POST CLOSING. 

THE POST CLOSING LIST(S) MAY REFLECT ALL, SOME, OR NONE OF THE 

LOANS THAT MEET THE CRITERIA OF DEPOSIT SECURED LOANS AND MAY 

CONTAIN LOANS NOT PREVIOUSLY LISTED FOR THIS SCHEDULE, INCLUDING 

LOANS THAT MET THE CRITERIA OF DEPOSIT SECURED LOANS AS OF THE 

DATE OF THE MOST RECENT PERTINENT DATA MADE AVAILABLE TO THE 

ASSUMING BANK AS PART OF THE INFORMATION PACKAGE. 

No Loans are Purchased by the Assuming Bank pursuant to this Section 3.1(e) ofthis 

Agreement. The Loans described in this Section 3.1(e) are purchased by the Assuming 

Bank pursuant to the Loan Sale Agreement. 

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SCHEDULE 3.1(i) - Acquired Subsidiaries 

NONE 

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July 7. 2009 
SCHEDULE 3.2 - Purchase Price of Assets or assets 

(a) cash and receivables from depository 

institution s, .including cash items in the 

process of collection, plus 

interest thereon: 

(b ) securities (exclusive of the capital stock of 

Acquired Subsidi aries), plus interes t 

thereon: 

(c) federal fund s sold and repurchase 

agreements, if any, including interest 

thereon: 

(d) Omitted: 

(e) Loans purchased purs uant to Section 3. l (e): 

(f) credit card business, if any, includi ng all 

outstanding extensions of credit: 

(g) Safe Deposit Boxes an d related business, 

safekeeping business and trust business, if 

any: 

(h) Records and other documents: 

(i) capital stoc k of an y Acquired Subsidiaries: 

(j) amounts owed to the Failed Bank by an y 

Acquired Subsidiary: 

(k) assets securing Deposits ofpublic money, to 

the extent not otherwise purchased 

hereunder: 

( I) Overdrafts of customers: 

Book Value 

As provided in Section 3.2(b) 

Book Value 

Book Valu e 

Book Valu e 

Book Valu e 

Fair Market Value 

Book Valu e 

Fair M arket Value 

Fair Market Value 

Fair M arket Value 

Book Value 

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(m) 	 rights of the Failed Bank to provide Fair Market Value 

mortgage servicing for others and to have 

mortgage servicing provided to the Failed 

Bank by others and related contracts. 

assets subject to an option to purchase: 

(a) 	 Bank Premises: Fair Market Value 

(b) 	 Furniture and Equipment: Fair Market Value 

(c) 	 Fixtures: Fair Market Value 

(d) 	 Other Equipment: Fair Market Value 

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SCHEDULE 3.5(k) - Securities Not Purchased 

AS SPECIFIED IN SECTION 3.5 


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July 7. 2009 
SCHEDULE 7 -Accounts Excluded from Calculation of Deposit Franchise Bid Premium 

The accounts identified be low will pass to the Assuming B ank (unJess otherwise noted). When calculating the 

premium to be paid on Assumed De posits in a P&A transaction, the FDIC will exclude the following categori es 

of de posit accounts: 

Category escription Anwuntl 

Non- DO £3 rokercd epo~it s $932,722.00 

ll CDA RS $385.342.00 

Ill Markel Place DeposiLs tRateline) $15.9K4,QOO.OO 

Total deposit,\' exdudedji·om Calwlation ofpremium $L 7 .302,034.0Q 

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 ptincipals to whom ''pass-through" deposit insurance coverage may be 

extended. The FDIC separates brokered deposit accounts into 2 categories: 1) Depository Organization (DO) 

Brokered Deposits and 2) Non-Depository Organization (Non-DO) Brokered Deposits. This distinction is 

made by the FDIC to facilitate our roJe as Receiver and Insurer. These terms will not appear on other 

"brokered deposit" reports generated by the institution. 

Non-DO Brokered Deposits pass to the Assuming B ank, but are excluded from Assumed D eposits when the 

deposit premium is calculated. Please see the attached "Schedule 7 Non-DO Broker Deposit D etail Report" 

for a lis ting of these accounts. This list will be updated post closing with balances as of Bank Closing date. 

If this institution had any DO Broke.red Deposits (Cede & Co as Nominee for DTC), they are excluded from 


Assumed Deposits in the P &A transaction. A list of these accounts is provided on "Schedule 2.1 DO Brokered 


Deposit Detail Report". 


II CDARS 


CDARS depos its pass to the Assum:ing Bank, but are excluded from Assumed Deposits when the de posit 


premium is calcu lated . 


Bank of Wyoming did participate in the CDARS program as of the date of the deposit download. lfCDARS 


deposits are taken between the date of the dep osit download and the Bank C losing Date, they will be identified 


post closing and made part of Schedule 7 to the P&A Agreement. 


III Market Place Deposits 


"Market Place Deposits" is a description given to deposits that m ay have been solicited v ia a money desk, 


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SCHEDULE 7 - Accounts Excluded from Cal.culation of Deposit Franchise Bid Premium 

(Continued) 

internet subscription service (for example, Qwickrate), or similar programs. 

Bank of Wyoming does have Rateline deposits as identified above. The Rateline deposits are 1·eported as time 

deposits in the Ge neral Ledger as ofJune 30, 2009. The amount of Rateline CDs will be upd ated post closing 

with balances as of Bank Closing date. 

Th is schedule provides acco unt categories and balances as of the date of the deposit dowtlload, o r as indicated. 

The deposit franchise bid premium will be calculated using account categories and balances as of Bank Closing 

Date that are reflected in the general ledger or subsystem as described above. The final numbers for Schedule 7 

will be provided post closing. 

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July 7. 2009 
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, foreig n exchange or foreign 

exchange futures contracts. 

Foreign Exchange Contracts - All contracts for future purchase or sale offoreign 

currencies, foreign cu rrency or cross currency swap contracts, or foreign exchange futures 

contracts. 

B. 	 Exclusions 

All financial contracts used to hedge assets and liabilities that are acquired by the 

Assuming Bank but are not subject to adjustment from Book Value. 

C. 	 Adjustment 

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

D. 	 Methodology 

1. 	 The price at which the Assuming Bank sells or disposes of Qualified Financial 

Contracts will be deemed to be the fair market value of such contracts, if such sale 

or disposition occurs at prevailing market rates within a predefined time table as 

agreed upon by the Assuming Bank and the Receiver. 

2. 	 In valuing all other Qualified Fit1ancial 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. 

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(iii) Each tranch e of amortizing contrac ts shall be separately valued. The total 

value of such amortizing contract shall be the sum of the values of its compone nt 

tTanches. 

(iv) For regularly traded contracts, valuations shall be at the midpoint of the 

bid and ask prices qu oted by custo mary sources (e.g ., The Wall Street Journ al , 

Telerate, Reuters or other s imilar source) or regularly traded exchan ges. 

(v) For all other Qualified Financial Contracts where published market quotes 

are unavai lable, th e adjusted price shall be the average of the bid and ask price quotes from three 

(3) securities dealers accepta ble to the Receiver and Assuming Bank as of Bank Closing. If 

q uotes from sec urities dealer s cannot be obtained, an appraiser acceptable to the Receiver and the 

Assuming Bank will perform a valuation based on modelin g, correlation analysis, interpolation 

or other techniques, as appropriate. 

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EXHffiiT4.13 


INTERIM ASSET SERVICING ARRANGEMENT 


(a) With respect to each asset (or li ability) designated from time to time by the 

Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being 

designated as ''Pool Assets"), during the term of th is Arrangement, the Assuming Bank shall: 

(i) Promptly apply payments received with respect to any Pool Assets; 

(ii) Reverse a nd return insuffici e nt funds check s; 

(iii) Pay (A) participation payments to participants in Loans, as and when 

received; and (B) tax and ins urance bills on Pool Assets as they come due, out of escrow funds 

maintained for purposes; 

(iv) Maintain accurate records reflecting (A) the payment hi story of Pool Assets, 

w ith updated information received concerning changes in the address or identity of the obligors 

and (B) usage of data processing eq uipment and employee services w ith respect to servicing 

duties; 

(v) Send billing statements to ob ligors on Pool Assets to the extent that such 

statements were sent by the Failed Bank; 

(vi) Send notices to obligors who are in default on Loans (in the same manner as 

the Failed Bank); 

(vii) Send to t he Receiver, Attn: Managing Liquidator, at the address provided in 

Section 13.7 of the Agreement, via overnight delivery: (A) on a weekly basis, weekly r eports for 

the Pool Assets, including, without limitation, reports reflecting collection s and the trial 

balances, transaction j ournal s and loan hi stories for Pool Assets having activity, together with 

copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to 

pa1tic ipants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and 

(6) dataprocessing and empl oyee logs and (B) any other reports, copies or information as may be 

periodically or from time to time requested ; 

(viii ) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier 

Unit, Operations, at the address in (vii), via wire transfer to the account designated by the 

Receiver, all payments received on Pool Assets managed by the Assuming Bank or at s uch time 

and place and in such manner as may be directed by the Receiver; 

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(ix) prepare and timely file all information reports with appropriate tax authorities, 

and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the 

due date, relating to the Pool Assets; and 

(x) provide a nd furnish such other services, operations or functions as may be 

required with regard to Pool Assets, including, withou t limitatio n, as may be required with regard 

to any business, enterprise or agreement which is a Pool Asset, all as may be required by the 

Receiver. 

Notwithstanding anythjng to the contrary in this Section , the Assuming Bank shall not b e 

required to irutiate litigation or other collection proceedings against any obligor or any collatera l 

with respect to any defaulted Loan. The Assuming Bank shall promptly notify the Receiver, at 

the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any 

Pool Asset. 

(b) The Receiver agrees to reimburse the Assuming Bank for actual, reasonable and 

necessary expenses incurred in connection with the perfor mance of duties pursuant to this 

Arrangement, including expenses of photocopying, postage and express mail, and data 

processing and employee services (based upon the number of hours spent performing servicing 

duties). 

(c) T he Assuming Bank shall provide the services described herein for an initial 

period of ninety (90) days after Bank C losing . At the option of the Receiver, exercisable by 

notice g iven not later tha n ten ( 10) days prior to th e end of such ini tial period or a renewal period, 

the Assuming Bank shall continue to provide such services for such renewal period(s) as 

designated by the Receiver, up to the Settlement Date. 

(d) At any time dmi.ng the term of thi s Arrangement, the Receiver may, upon written 

notice to the Asswning Bank, remove one or more Pool Assets from the Pool, at which time the 

Assuming Bank's responsibility with respect thereto shall termi nate. 

(e) At the expiration of this Agreement or upon the te1mination of the Assuming 

Batik's res ponsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the 

Assumi ng Bank sh all: 

(i) deliver to t he Receiver (or its designee) all of the Credit Documents and Pool 

R ecords relating to the Pool Assets; and 

(ii) cooperate with the Receiver to faci litate the orderly transition of managing the 

Pool Assets to the Receiver (or its designee). 

(f) At the request of the Receiver, the Assuming B ank 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 d ue diligence process deemed necessru·y by the 

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Receiver and providing to the Receiver or its designee(s) (x) information and data regarding the 

Pool Assets, including, without limitation, system reports and data downloads sufficient to 

tra nsfer the Pool Assets to another system or systems, and (y) access to employees of the 

Assuming Bank in vol ved in the management of, or otherwise familiar with, the Pool Assets. 

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