Common use of ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS Clause in Contracts

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 4.1 Continuation of Banking Business 16 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 4.8 Agreement with Respect to Certain Existing Agreements 22 4.9 Informational Tax Reporting 22 4.10 Insurance 23 4.11 Office Space for Receiver and Corporation 23 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 5.1 Payment of Checks, Drafts and Orders 25 5.2 Certain Agreements Related to Deposits 25 5.3 Notice to Depositors 25 ARTICLE VI RECORDS 26 6.1 Transfer of Records 26 6.2 Delivery of Assigned Records 26 6.3 Preservation of Records 27 6.4 Access to Records; Copies 27 ARTICLE VII FIRST LOSS TRANCHE 27 ARTICLE VIII ADJUSTMENTS 28 8.1 Pro Forma Statement 28 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 Interest 29 8.5 Subsequent Adjustments 29 ARTICLE IX CONTINUING COOPERATION 29 9.1 General Matters 29 9.2 Additional Title Documents 29 9.3 Claims and Suits 29 9.4 Payment of Deposits 30 9.5 Withheld Payments 30 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 12.1 Indemnification of Indemnitees 33 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 15 4.1 Continuation of Banking Business 16 15 4.2 Agreement with Respect to Credit Card Business 17 15 4.3 Agreement with Respect to Safe Deposit Business 17 15 4.4 Agreement with Respect to Safekeeping Business 17 16 4.5 Agreement with Respect to Trust Business 18 16 4.6 Agreement with Respect to Bank Premises 18 17 4.7 Agreement with Respect to Leased Data Processing Equipment 21 19 4.8 Agreement with Respect to Certain Existing Agreements 22 20 4.9 Informational Tax Reporting 22 21 4.10 Insurance 23 21 4.11 Office Space for Receiver and Corporation 23 21 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 of the Failed Bank 21 4.13 Agreement with Respect to Interim Asset Servicing 24 22 4.14 Reserved 24 22 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 23 ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 23 5.1 Payment of Checks, Drafts and Orders 25 23 5.2 Certain Agreements Related to Deposits 25 23 5.3 Notice to Depositors 25 23 ARTICLE VI RECORDS 26 24 6.1 Transfer of Records 26 24 6.2 Delivery of Assigned Records 26 24 6.3 Preservation of Records 27 24 TABLE OF CONTENTS (continued) Page 6.4 Access to Records; Copies 27 25 ARTICLE VII FIRST LOSS TRANCHE 27 25 ARTICLE VIII ADJUSTMENTS 28 25 8.1 Pro Forma Statement 28 25 8.2 Correction of Errors and Omissions; Other Liabilities 28 26 8.3 Payments 28 26 8.4 Interest 29 26 8.5 Subsequent Adjustments 29 26 ARTICLE IX CONTINUING COOPERATION 29 27 9.1 General Matters 29 27 9.2 Additional Title Documents 29 27 9.3 Claims and Suits 29 27 9.4 Payment of Deposits 30 27 9.5 Withheld Payments 30 28 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 28 9.7 Information 31 29 ARTICLE X CONDITION PRECEDENT 31 29 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 29 ARTICLE XII INDEMNIFICATION 33 30 12.1 Indemnification of Indemnitees 33 30 12.2 Conditions Precedent to Indemnification 35 33 12.3 No Additional Warranty 36 34 12.4 Indemnification of Receiver and Corporation and Receiver 36 34 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 34 12.6 Criminal Claims 37 35 12.7 Limited Guaranty of the Corporation 37 35 12.8 Subrogation 38 35 ARTICLE XIII MISCELLANEOUS 38 35 13.1 Entire Agreement 38 35 13.2 Headings 38 35 13.3 Counterparts 38 36 13.4 Governing Law 38 GOVERNING LAW 36 13.5 Successors 38 36 13.6 Modification; Assignment 38 36 13.7 Notice 39 36 13.8 Manner of Payment 39 37 13.9 Costs, Fees and Expenses 40 37 TABLE OF CONTENTS (continued) Page 13.10 Waiver 40 37 13.11 Severability 40 37 13.12 Term of Agreement 40 38 13.13 Survival of Covenants, Etc. 40 Etc 38 SCHEDULES

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 17 4.1 Continuation of Banking Business 16 17 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 18 4.4 Agreement with Respect to Safekeeping Business 17 18 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 19 4.7 Agreement with Respect to Leased Data Processing Equipment 21 22 4.8 Agreement with Respect to Certain Existing Agreements 22 23 4.9 Informational Tax Reporting 22 24 4.10 Insurance 23 24 4.11 Office Space for Receiver and Corporation 23 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 25 4.13 Agreement with Respect to Interim Asset Servicing 24 26 4.14 Reserved 24 26 4.15 Agreement with Respect to Loss Sharing 25 26 Module 1 – Whole Bank w/ Loss Share – P&A Sterling Bank Version 1.12 November 172.07 Lantana, 2009 i FIRST REGIONAL BANK Los AngelesFlorida June 10, CA 2010 ii ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 26 5.1 Payment of Checks, Drafts and Orders 25 26 5.2 Certain Agreements Related to Deposits 25 27 5.3 Notice to Depositors 25 27 ARTICLE VI RECORDS 26 27 6.1 Transfer of Records 26 27 6.2 Delivery of Assigned Records 26 28 6.3 Preservation of Records 27 28 6.4 Access to of Records; Copies 27 28 ARTICLE VII FIRST LOSS TRANCHE 27 BID; INITIAL PAYMENTS 28 ARTICLE VIII ADJUSTMENTS 28 29 8.1 Pro Forma Statement 28 29 8.2 Correction of Errors and Omissions; Other Liabilities 28 29 8.3 Payments 28 29 8.4 Interest 29 30 8.5 Subsequent Adjustments 29 30 ARTICLE IX CONTINUING COOPERATION 29 30 9.1 General Matters 29 30 9.2 Additional Title Documents 29 30 9.3 Claims and Suits 29 30 9.4 Payment of Deposits 30 31 9.5 Withheld Payments 30 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 31 9.7 Information 31 32 ARTICLE X CONDITION PRECEDENT 31 32 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 INSTITUTION 32 ARTICLE XII INDEMNIFICATION 33 34 12.1 Indemnification of Indemnitees 33 The Indemnities 34 12.2 Conditions Precedent to Indemnification 35 37 12.3 No Additional Warranty 36 38 12.4 Indemnification of Corporation and Receiver 36 38 12.5 Obligations Supplemental 37 Supplement 38 Module 1 – Whole Bank w/ Loss Share – P&A Sterling Bank Version 1.12 November 172.07 Lantana, 2009 ii FIRST REGIONAL BANK Los AngelesFlorida June 10, CA 2010 iii 12.6 Criminal Claims 37 38 12.7 Limited Guaranty of the Corporation 37 39 12.8 Subrogation 38 39 ARTICLE XIII MISCELLANEOUS 38 39 13.1 Entire Agreement 38 39 13.2 Headings 38 39 13.3 Counterparts 38 39 13.4 Governing Law 38 39 13.5 Successors 38 40 13.6 ModificationModifications; Assignment 38 40 13.7 Notice 39 40 13.8 Manner of Payment 39 41 13.9 Costs, Fees and Expenses 40 41 13.10 Waiver 40 41 13.11 Severability 40 42 13.12 Term of Agreement 40 42 13.13 Survival of Covenants, Etc. 40 SCHEDULES42 SCHEDULES 2.1(a) Excluded Deposit Liability Accounts 44 3.2 Purchase Price of Assets or Assets 45 4.15A Single Family Shared-Loss Loans 48 4.15B Commerical Shared-Loss Loans 49 4.15C Shared-Loss Securities 50 4.15D Shared-Loss Subsidiaries 51 6.3 Data Retention Catalog 52 7 Calculation of Deposit Premium 54 EXHIBITS

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 22 4.1 Continuation of Banking Business 16 22 4.2 Agreement with Respect to Credit Card Business 17 23 4.3 Agreement with Respect to Safe Deposit Business 17 23 4.4 Agreement with Respect to Safekeeping Business 17 23 4.5 Agreement with Respect to Trust Business 18 24 4.6 Agreement with Respect to Bank Premises 18 24 4.7 Agreement with Respect to Leased Data Processing Management Equipment 21 28 4.8 Agreement with Respect to Certain Existing Agreements 22 29 4.9 Informational Tax Reporting 22 30 4.10 Insurance 23 30 4.11 Office Space for Receiver and Corporation 23 Corporation; Certain Payments 30 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 of the Failed Bank 31 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 32 ARTICLE V V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 32 5.1 Payment of Checks, Drafts Drafts, Orders and Orders 25 Deposits 32 5.2 Certain Agreements Related to Deposits 25 33 5.3 Notice to Depositors 25 33 ARTICLE VI VI. RECORDS 26 33 6.1 Transfer of Records 26 33 6.2 Delivery Transfer of Assigned Records 26 34 6.3 Preservation of Records 27 34 6.4 Access to Records; Copies 27 34 6.5 Right of Receiver or Corporation to Audit 35 ARTICLE VII FIRST LOSS TRANCHE 27 VIII. BID; INITIAL PAYMENT 35 ARTICLE VIII ADJUSTMENTS 28 VIII. ADJUSTMENTS; SETTLEMENT PROCESS 35 8.1 Pro Forma Statement 28 35 8.2 Correction of Errors and Omissions; Other Liabilities 28 36 8.3 Payments 28 36 8.4 Interest 29 36 8.5 Subsequent Adjustments 29 36 ARTICLE IX CONTINUING IX.CONTINUING COOPERATION 29 37 9.1 General Matters 29 37 9.2 Additional Title Documents 29 37 9.3 Claims and Suits 29 37 9.4 Payment of Deposits 30 37 9.5 Withheld Payments 30 38 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 38 9.7 Information 31 39 9.8 Tax Ruling 39 ARTICLE X X. CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 12.1 Indemnification of Indemnitees 33 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES39

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 4.1 Continuation of Banking Business 16 4.2 Agreement with Respect to Credit Card Business 17 16 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 17 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 4.8 Agreement with Respect to Certain Existing Agreements 22 21 4.9 Informational Tax Reporting 22 4.10 Insurance 23 22 4.11 Office Space for Receiver and Corporation 23 22 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 24 Module 1 – Whole Bank w/ Loss Share – P&A i Evergreen Bank Version 1.12 Seattle, WA November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 24 5.1 Payment of Checks, Drafts and Orders 25 24 5.2 Certain Agreements Related to Deposits 25 24 5.3 Notice to Depositors 25 ARTICLE VI RECORDS 26 25 6.1 Transfer of Records 26 25 6.2 Delivery of Assigned Records 26 6.3 Preservation of Records 27 26 6.4 Access to Records; Copies 27 26 ARTICLE VII FIRST LOSS TRANCHE 27 ARTICLE VIII ADJUSTMENTS 28 27 8.1 Pro Forma Statement 28 27 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 Interest 29 28 8.5 Subsequent Adjustments 29 28 ARTICLE IX CONTINUING COOPERATION 29 28 9.1 General Matters 29 28 9.2 Additional Title Documents 29 9.3 Claims and Suits 29 9.4 Payment of Deposits 30 29 9.5 Withheld Payments 30 29 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 32 12.1 Indemnification of Indemnitees 33 32 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 36 Module 1 – Whole Bank w/ Loss Share – P&A ii Evergreen Bank Version 1.12 Seattle, WA November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES2009

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 17 4.1 Continuation of Banking Business 16 17 4.2 Agreement with Respect to Credit Card Business 17 18 4.3 Agreement with Respect to Safe Deposit Business 17 18 4.4 Agreement with Respect to Safekeeping Business 17 18 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 19 4.7 Agreement with Respect to Leased Data Processing Equipment 21 23 4.8 Agreement with Respect to Certain Existing Agreements 22 23 4.9 Informational Tax Reporting 22 24 4.10 Insurance 23 24 4.11 Office Space for Receiver and Corporation 23 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 25 4.13 Agreement with Respect to Interim Asset Servicing 24 26 4.14 Reserved 24 26 4.15 Agreement with Respect to Loss Sharing 25 26 Module 1 – Whole Bank w/ Loss Share – P&A Home Valley Bank Version 1.12 November 172.07 Cave Junction, 2009 i FIRST REGIONAL BANK Los AngelesOregon June 10, CA 2010 ii ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 26 5.1 Payment of Checks, Drafts and Orders 25 26 5.2 Certain Agreements Related to Deposits 25 27 5.3 Notice to Depositors 25 27 ARTICLE VI RECORDS 26 27 6.1 Transfer of Records 26 27 6.2 Delivery of Assigned Records 26 28 6.3 Preservation of Records 27 28 6.4 Access to Records; Copies 27 28 ARTICLE VII FIRST LOSS TRANCHE 27 BID; INITIAL PAYMENT 28 ARTICLE VIII ADJUSTMENTS 28 29 8.1 Pro Forma Statement 28 29 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 29 8.4 Interest 29 30 8.5 Subsequent Adjustments 29 30 ARTICLE IX CONTINUING COOPERATION 29 30 9.1 General Matters 29 30 9.2 Additional Title Documents 29 30 9.3 Claims and Suits 29 30 9.4 Payment of Deposits 30 31 9.5 Withheld Payments 30 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 31 9.7 Information 31 32 ARTICLE X CONDITION PRECEDENT 31 32 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 INSTITUTION 32 ARTICLE XII INDEMNIFICATION 33 34 12.1 Indemnification of Indemnitees 33 34 12.2 Conditions Precedent to Indemnification 35 37 12.3 No Additional Warranty 36 38 12.4 Indemnification of Corporation and Receiver 36 38 12.5 Obligations Supplemental 37 38 Module 1 – Whole Bank w/ Loss Share – P&A Home Valley Bank Version 1.12 November 172.07 Cave Junction, 2009 ii FIRST REGIONAL BANK Los AngelesOregon June 10, CA 2010 iii 12.6 Criminal Claims 37 39 12.7 Limited Guaranty of the Corporation 37 39 12.8 Subrogation 38 39 ARTICLE XIII MISCELLANEOUS 38 39 13.1 Entire Agreement 38 39 13.2 Headings 38 39 13.3 Counterparts 38 39 13.4 Governing Law 38 40 13.5 Successors 38 40 13.6 Modification; Assignment 38 40 13.7 Notice 39 40 13.8 Manner of Payment 39 41 13.9 Costs, Fees and Expenses 40 41 13.10 Waiver 40 41 13.11 Severability 40 41 13.12 Term of Agreement 40 41 13.13 Survival of Covenants, Etc. 40 SCHEDULES42 SCHEDULES 2.1(a) Excluded Deposit Liability Accounts 44 3.2 Purchase Price of Assets or Assets 45 3.5(l) Excluded Securities 47 3.5(n) Excluded Subsidiaries 48 4.15A Single Family Shared-Loss Loans 49 4.15B Commercial Shared-Loss Loans 50 4.15C Shared-Loss Securities 51 4.15D Shared-Loss Subsidiaries 52 6.3 Data Retention Catalog 53 7 Calculation of Deposit Premium 55 EXHIBITS

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 17 4.1 Continuation of Banking Business 16 17 4.2 Agreement with Respect to Credit Card Business 17 18 4.3 Agreement with Respect to Safe Deposit Business 17 18 4.4 Agreement with Respect to Safekeeping Business 17 18 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 19 4.7 Agreement with Respect to Leased Data Processing Equipment 21 22 4.8 Agreement with Respect to Certain Existing Agreements 22 23 4.9 Informational Tax Reporting 22 24 4.10 Insurance 23 24 4.11 Office Space for Receiver and Corporation 23 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 25 4.13 Agreement with Respect to Interim Asset Servicing 24 26 4.14 Reserved 24 26 4.15 Agreement with Respect to Loss Sharing 25 26 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 172.02 March 19, 2009 i FIRST REGIONAL 2010 ii XXXXXX BANK Los AngelesLOWELL, CA MASSACHUSETTS ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 26 5.1 Payment of Checks, Drafts and Orders 25 26 5.2 Certain Agreements Related to Deposits 25 26 5.3 Notice to Depositors 25 27 ARTICLE VI RECORDS 26 27 6.1 Transfer of Records 26 27 6.2 Delivery of Assigned Records 26 28 6.3 Preservation of Records 27 28 6.4 Access to Records; Copies 27 28 ARTICLE VII FIRST LOSS TRANCHE 27 BID; INITIAL PAYMENT 29 ARTICLE VIII ADJUSTMENTS 28 29 8.1 Pro Forma Statement 28 29 8.2 Correction of Errors and Omissions; Other Liabilities 28 30 8.3 Payments 28 30 8.4 Interest 29 30 8.5 Subsequent Adjustments 29 30 ARTICLE IX CONTINUING COOPERATION 29 31 9.1 General Matters 29 31 9.2 Additional Title Documents 29 31 9.3 Claims and Suits 29 31 9.4 Payment of Deposits 30 31 9.5 Withheld Payments 30 32 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 32 9.7 Information 31 33 ARTICLE X CONDITION PRECEDENT 31 33 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 INSTITUTION 33 ARTICLE XII INDEMNIFICATION 33 34 12.1 Indemnification of Indemnitees 33 34 12.2 Conditions Precedent to Indemnification 35 37 12.3 No Additional Warranty 36 38 12.4 Indemnification of Corporation and Receiver 36 38 12.5 Obligations Supplemental 37 39 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 172.02 March 19, 2009 ii FIRST REGIONAL 2010 iii XXXXXX BANK Los AngelesLOWELL, CA MASSACHUSETTS 12.6 Criminal Claims 37 39 12.7 Limited Guaranty of the Corporation 37 39 12.8 Subrogation 38 39 ARTICLE XIII MISCELLANEOUS 38 40 13.1 Entire Agreement 38 40 13.2 Headings 38 40 13.3 Counterparts 38 40 13.4 Governing Law 38 40 13.5 Successors 38 40 13.6 Modification; Assignment 38 40 13.7 Notice 39 40 13.8 Manner of Payment 39 41 13.9 Costs, Fees and Expenses 40 41 13.10 Waiver 40 42 13.11 Severability 40 42 13.12 Term of Agreement 40 42 13.13 Survival of Covenants, Etc. 40 42 SCHEDULES

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 4.1 Continuation of Banking Business 16 4.2 Agreement with Respect to Credit Card Business 17 4.3 16 Agreement with Respect to Safe Deposit Business 17 4.4 16 Agreement with Respect to Safekeeping Business 17 4.5 16 Agreement with Respect to Trust Business 18 4.6 16 Agreement with Respect to Bank Premises 18 4.7 17 Agreement with Respect to Leased Data Processing Equipment 21 4.8 20 Agreement with Respect to Certain Existing Agreements 22 4.9 20 Informational Tax Reporting 22 4.10 21 Insurance 23 4.11 21 Office Space for Receiver and Corporation 23 4.12 22 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 4.13 22 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 23 ARTICLE V 5.2 5.3 ARTICLE VI 6.1 6.2 6.3 6.4 ARTICLE VII ARTICLE VIII 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 ARTICLE XII 12.1 12.2 12.3 12.4 12.5 DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 5.1 23 Payment of Checks, Drafts and Orders 25 5.2 23 Certain Agreements Related to Deposits 25 5.3 24 Notice to Depositors 25 ARTICLE VI 24 RECORDS 26 6.1 24 Transfer of Records 26 6.2 24 Delivery of Assigned Records 26 6.3 25 Preservation of Records 27 6.4 25 Access to Records; Copies 27 ARTICLE VII 25 FIRST LOSS TRANCHE 27 ARTICLE VIII 26 ADJUSTMENTS 28 8.1 26 Pro Forma Statement 28 8.2 26 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 27 Interest 29 8.5 27 Subsequent Adjustments 29 ARTICLE IX 27 CONTINUING COOPERATION 29 9.1 28 General Matters 29 9.2 28 Additional Title Documents 29 9.3 28 Claims and Suits 29 9.4 28 Payment of Deposits 30 9.5 28 Withheld Payments 30 9.6 29 Proceedings with Respect to Certain Assets and Liabilities 29 Information 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI 30 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 30 INDEMNIFICATION 31 ARTICLE XII INDEMNIFICATION 33 12.1 Indemnification of Indemnitees 33 12.2 31 Conditions Precedent to Indemnification 35 12.3 34 No Additional Warranty 36 12.4 35 Indemnification of Corporation and Receiver 36 12.5 35 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 35 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES13.12

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 17 4.1 Continuation of Banking Business 16 17 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 22 4.8 Agreement with Respect to Certain Existing Agreements 22 23 4.9 Informational Tax Reporting 22 23 4.10 Insurance 23 4.11 Office Space for Receiver and Corporation 23 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 24 4.13 Agreement with Respect to Interim Asset Servicing 24 25 4.14 Reserved 24 25 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A The Park Avenue Bank Version 1.12 November 172.01 New York, 2009 i FIRST REGIONAL BANK Los AngelesNew York February 24, CA 2010 ii ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 26 5.1 Payment of Checks, Drafts and Orders 25 26 5.2 Certain Agreements Related to Deposits 25 26 5.3 Notice to Depositors 25 26 ARTICLE VI RECORDS 26 27 6.1 Transfer of Records 26 27 6.2 Delivery of Assigned Records 26 27 6.3 Preservation of Records 27 28 6.4 Access to Records; Copies 27 28 ARTICLE VII FIRST LOSS TRANCHE 27 28 ARTICLE VIII ADJUSTMENTS 28 8.1 Pro Forma Statement 28 8.2 Correction of Errors and Omissions; Other Liabilities 28 29 8.3 Payments 28 29 8.4 Interest 29 30 8.5 Subsequent Adjustments 29 30 ARTICLE IX CONTINUING COOPERATION 29 30 9.1 General Matters 29 30 9.2 Additional Title Documents 29 30 9.3 Claims and Suits 29 30 9.4 Payment of Deposits 30 31 9.5 Withheld Payments 30 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 31 9.7 Information 31 32 ARTICLE X CONDITION PRECEDENT 31 32 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 INSTITUTION 32 ARTICLE XII INDEMNIFICATION 33 34 12.1 Indemnification of Indemnitees 33 34 12.2 Conditions Precedent to Indemnification 35 36 12.3 No Additional Warranty 36 37 12.4 Indemnification of Corporation and Receiver 36 38 12.5 Obligations Supplemental 37 38 Module 1 – Whole Bank w/ Loss Share – P&A The Park Avenue Bank Version 1.12 November 172.01 New York, 2009 ii FIRST REGIONAL BANK Los AngelesNew York February 24, CA 2010 iii 12.6 Criminal Claims 37 38 12.7 Limited Guaranty of the Corporation 37 38 12.8 Subrogation 38 39 ARTICLE XIII MISCELLANEOUS 38 39 13.1 Entire Agreement 38 39 13.2 Headings 38 39 13.3 Counterparts 38 39 13.4 Governing Law 38 39 13.5 Successors 38 39 13.6 Modification; Assignment 38 39 13.7 Notice 39 40 13.8 Manner of Payment 39 40 13.9 Costs, Fees and Expenses 40 41 13.10 Waiver 40 41 13.11 Severability 40 41 13.12 Term of Agreement 40 41 13.13 Survival of Covenants, Etc. 40 Etc 41 SCHEDULES

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 17 4.1 Continuation of Banking Business 16 17 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 22 4.8 Agreement with Respect to Certain Existing Agreements 22 23 4.9 Informational Tax Reporting 22 23 4.10 Insurance 23 4.11 Office Space for Receiver and Corporation 23 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 24 4.13 Agreement with Respect to Interim Asset Servicing 24 25 4.14 Reserved 24 25 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 172.01 February 24, 2009 2010 i FIRST REGIONAL BANK Los AngelesSun American Bank Boca Raton, CA Florida ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 26 5.1 Payment of Checks, Drafts and Orders 25 26 5.2 Certain Agreements Related to Deposits 25 26 5.3 Notice to Depositors 25 26 ARTICLE VI RECORDS 26 27 6.1 Transfer of Records 26 27 6.2 Delivery of Assigned Records 26 27 6.3 Preservation of Records 27 28 6.4 Access to Records; Copies 27 28 ARTICLE VII FIRST LOSS TRANCHE 27 28 ARTICLE VIII ADJUSTMENTS 28 29 8.1 Pro Forma Statement 28 29 8.2 Correction of Errors and Omissions; Other Liabilities 28 29 8.3 Payments 28 29 8.4 Interest 29 30 8.5 Subsequent Adjustments 29 30 ARTICLE IX CONTINUING COOPERATION 29 30 9.1 General Matters 29 30 9.2 Additional Title Documents 29 30 9.3 Claims and Suits 29 30 9.4 Payment of Deposits 30 31 9.5 Withheld Payments 30 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 31 9.7 Information 31 32 ARTICLE X CONDITION PRECEDENT 31 32 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 INSTITUTION 32 ARTICLE XII INDEMNIFICATION 33 34 12.1 Indemnification of Indemnitees 33 34 12.2 Conditions Precedent to Indemnification 35 36 12.3 No Additional Warranty 36 37 12.4 Indemnification of Corporation and Receiver 36 38 12.5 Obligations Supplemental 37 38 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 172.01 February 24, 2009 2010 ii FIRST REGIONAL BANK Los AngelesSun American Bank Boca Raton, CA Florida 12.6 Criminal Claims 37 38 12.7 Limited Guaranty of the Corporation 37 38 12.8 Subrogation 38 39 ARTICLE XIII MISCELLANEOUS 38 39 13.1 Entire Agreement 38 39 13.2 Headings 38 39 13.3 Counterparts 38 39 13.4 Governing Law 38 39 13.5 Successors 38 39 13.6 Modification; Assignment 38 40 13.7 Notice 39 40 13.8 Manner of Payment 39 41 13.9 Costs, Fees and Expenses 40 41 13.10 Waiver 40 41 13.11 Severability 40 41 13.12 Term of Agreement 40 41 13.13 Survival of Covenants, Etc. 40 SCHEDULES41

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 18 9.6 9.7 Proceedings with Respect to Certain Assets and Liabilities Information 33 34 9.8 Tax Ruling 34 4.1 Continuation of Banking Business 16 18 4.2 Agreement with Respect to Credit Card Business 17 19 ARTICLE X. CONDITION PRECEDENT 34 4.3 Agreement with Respect to Safe Deposit Business 17 19 4.4 Agreement with Respect to Safekeeping Business 17 19 ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 34 4.5 Agreement with Respect to Trust Business 18 19 4.6 Agreement with Respect to Bank Premises 18 20 11.1 Corporate Existence and Authority 34 4.7 Agreement with Respect to Leased Data Processing Management Equipment 21 24 11.2 Third Party Consent 35 4.8 Agreement with Respect to Certain Existing Agreements 22 25 11.3 Execution and Enforceability 35 4.9 Informational Tax Reporting 22 25 11.4 Compliance with Law 35 4.10 Insurance 23 26 11.5 Insured or Guaranteed Loans 35 4.11 Office Space for Receiver and Corporation 23 Corporation; Certain Payments 26 11.6 11.7 Representations Remain True No Reliance; Independent Advice 35 36 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 of the Failed Bank 27 ARTICLE XII INDEMNIFICATION 36 4.13 Agreement with Respect to Interim Asset Servicing 24 28 4.14 Reserved 24 [RESERVED] 12.1 Indemnification of Indemnitees 36 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 28 12.2 Conditions Precedent to Indemnification 39 12.3 No Additional Warranty 39 ARTICLE V V. DUTIES WITH RESPECT TO 12.4 Indemnification of Receiver and Corporation 39 DEPOSITORS OF THE FAILED BANK 25 28 12.5 Obligations Supplemental 40 12.6 Criminal Claims 40 5.1 Payment of Checks, Drafts Drafts, Orders and Orders 25 Deposits 28 12.7 Limited Guaranty of the Corporation 40 5.2 Certain Agreements Related to Deposits 25 28 12.8 Subrogation 41 5.3 Notice to Depositors 25 28 ARTICLE VI XIII. MISCELLANEOUS 41 ARTICLE VI. RECORDS 26 6.1 Transfer of Records 26 6.2 Delivery of Assigned Records 26 6.3 Preservation of Records 27 6.4 Access to Records; Copies 27 ARTICLE VII FIRST LOSS TRANCHE 27 ARTICLE VIII ADJUSTMENTS 28 8.1 Pro Forma Statement 28 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 Interest 29 8.5 Subsequent Adjustments 29 ARTICLE IX CONTINUING COOPERATION 29 9.1 General Matters 29 9.2 Additional Title Documents 29 9.3 Claims and Suits 29 9.4 Payment of Deposits 30 9.5 Withheld Payments 30 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 12.1 Indemnification of Indemnitees 33 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 13.1 Expenses 41 Module 1 – -- Whole Bank w/ w/Optional Shared Loss Share – P&A Agreements Version 1.12 November 173.2 -- PURCHASE AND ASSUMPTION AGREEMENT July 15, 2009 ii FIRST REGIONAL BANK Los Angeles2011 i Sun Security Bank Ellington, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULESMissouri

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 15 4.1 Continuation of Banking Business 16 15 4.2 Agreement with Respect to Credit Card Business 17 15 4.3 Agreement with Respect to Safe Deposit Business 17 15 4.4 Agreement with Respect to Safekeeping Business 17 16 4.5 Agreement with Respect to Trust Business 18 16 4.6 Agreement with Respect to Bank Premises 18 17 4.7 Agreement with Respect to Leased Data Processing Equipment 21 19 4.8 Agreement with Respect to Certain Existing Agreements 22 20 4.9 Informational Tax Reporting 22 20 4.10 Insurance 23 21 4.11 Office Space for Receiver and Corporation 23 21 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 21 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 1722 CENTURY BANK, 2009 i FIRST REGIONAL A FEDERAL SAVINGS BANK Los AngelesSARASOTA, CA FLORIDA ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 24 5.1 Payment of Checks, Drafts and Orders 25 24 5.2 Certain Agreements Related to Deposits 25 24 5.3 Notice to Depositors 25 24 ARTICLE VI RECORDS 26 24 6.1 Transfer of Records 26 24 6.2 Delivery of Assigned Records 26 25 6.3 Preservation of Records 27 25 6.4 Access to Records; Copies 27 25 ARTICLE VII FIRST LOSS TRANCHE 27 26 ARTICLE VIII ADJUSTMENTS 28 26 8.1 Pro Forma Statement 28 26 8.2 Correction of Errors and Omissions; Other Liabilities 28 26 8.3 Payments 28 27 8.4 Interest 29 27 8.5 Subsequent Adjustments 29 27 ARTICLE IX CONTINUING COOPERATION 29 27 9.1 General Matters 29 27 9.2 Additional Title Documents 29 27 9.3 Claims and Suits 29 28 9.4 Payment of Deposits 30 28 9.5 Withheld Payments 30 28 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 29 9.7 Information 31 29 ARTICLE X CONDITION PRECEDENT 31 29 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 30 ARTICLE XII INDEMNIFICATION 33 31 12.1 Indemnification of Indemnitees 33 31 12.2 Conditions Precedent to Indemnification 35 33 12.3 No Additional Warranty 36 34 12.4 Indemnification of Corporation and Receiver 36 34 CENTURY BANK, A FEDERAL SAVINGS BANK SARASOTA, FLORIDA iii 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 35 12.6 Criminal Claims 37 35 12.7 Limited Guaranty of the Corporation 37 35 12.8 Subrogation 38 35 ARTICLE XIII MISCELLANEOUS 38 35 13.1 Entire Agreement 38 35 13.2 Headings 38 35 13.3 Counterparts 38 36 13.4 Governing Law 38 36 13.5 Successors 38 36 13.6 Modification; Assignment 38 36 13.7 Notice 39 36 13.8 Manner of Payment 39 37 13.9 Costs, Fees and Expenses 40 37 13.10 Waiver 40 37 13.11 Severability 40 37 13.12 Term of Agreement 40 37 13.13 Survival of Covenants, Etc. 40 SCHEDULES38

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 4.1 Continuation of Banking Business 16 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 17 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 4.8 Agreement with Respect to Certain Existing Agreements 22 21 4.9 Informational Tax Reporting 22 4.10 Insurance 23 22 4.11 Office Space for Receiver and Corporation 23 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 24 ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 5.1 Payment of Checks, Drafts and Orders 25 5.2 Certain Agreements Related to Deposits 25 5.3 Notice to Depositors 25 ARTICLE VI RECORDS 26 25 6.1 Transfer of Records 26 25 6.2 Delivery of Assigned Records 26 6.3 Preservation of Records 27 26 6.4 Access to Records; Copies 27 26 ARTICLE VII FIRST LOSS TRANCHE 27 ARTICLE VIII ADJUSTMENTS 28 27 8.1 Pro Forma Statement 28 27 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 Interest 29 28 8.5 Subsequent Adjustments 29 28 ARTICLE IX CONTINUING COOPERATION 29 9.1 General Matters 29 9.2 Additional Title Documents 29 9.3 Claims and Suits 29 9.4 Payment of Deposits 30 29 9.5 Withheld Payments 30 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 32 12.1 Indemnification of Indemnitees 33 32 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES36

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 21 4.1 Continuation of Banking Business 16 21 4.2 Agreement with Respect to Credit Card Business 17 22 4.3 Agreement with Respect to Safe Deposit Business 17 22 4.4 Agreement with Respect to Safekeeping Business 17 22 4.5 Agreement with Respect to Trust Business 18 23 4.6 Agreement with Respect to Bank Premises 18 23 4.7 Agreement with Respect to Leased Data Processing Management Equipment 21 28 4.8 Agreement with Respect to Certain Existing Agreements 22 29 4.9 Informational Tax Reporting 22 29 4.10 Insurance 23 30 4.11 Office Space for Receiver and Corporation 23 Corporation; Certain Payments 30 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 of the Failed Bank 31 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 32 ARTICLE V V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 32 5.1 Payment of Checks, Drafts Drafts, Orders and Orders 25 Deposits 32 5.2 Certain Agreements Related to Deposits 25 32 5.3 Notice to Depositors 25 33 ARTICLE VI. RECORDS 33 ARTICLE VI RECORDS 26 6.1 Transfer of Records 26 33 6.2 Delivery of Assigned Records 26 [Reserved] 33 6.3 Preservation of Records 27 6.4 34 6.3(c) Access to Records; Copies 27 34 ARTICLE VII FIRST LOSS TRANCHE 27 VIII. BID; INITIAL PAYMENT 35 ARTICLE VIII VIII. ADJUSTMENTS 28 35 8.1 Pro Forma Statement 28 35 8.2 Correction of Errors and Omissions; Other Liabilities 28 35 8.3 Payments 28 36 8.4 Interest 29 36 8.5 Subsequent Adjustments 29 36 ARTICLE IX IX. CONTINUING COOPERATION 29 36 9.1 General Matters 29 36 9.2 Additional Title Documents 29 36 9.3 Claims and Suits 29 37 9.4 Payment of Deposits 30 37 9.5 Withheld Payments 30 37 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 38 9.7 Information 31 38 9.8 Tax Ruling 38 ARTICLE X X. CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 12.1 Indemnification of Indemnitees 33 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES39

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 17 4.1 Continuation of Banking Business 16 17 4.2 Agreement with Respect to Credit Card Business Omitted 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 18 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 19 4.7 Agreement with Respect to Leased Data Processing Equipment 21 4.8 Agreement with Respect to Certain Existing Agreements 22 4.9 Informational Tax Reporting 22 23 4.10 Insurance 23 4.11 Office Space for Receiver and Corporation 23 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees of the Failed Bank 23 4.13 Agreement Omitted 24 P & A with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17Loan Pools and Exhibits ii ANB Financial N.A. 6 May 0000 Xxxxxxxxxxx, 2009 i FIRST REGIONAL BANK Los Angeles, CA XX ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 24 5.1 Payment of Checks, Drafts and Orders 25 24 5.2 Certain Agreements Related to Deposits 25 5.3 Notice to Depositors 25 ARTICLE VI RECORDS 26 25 6.1 Transfer of Records 26 25 6.2 Delivery of Assigned Records 26 6.3 Preservation of Records 27 26 6.4 Access to Records; Copies 27 26 ARTICLE VII FIRST LOSS TRANCHE BID; INITIAL PAYMENT 27 ARTICLE VIII ADJUSTMENTS 28 27 8.1 Pro Forma Statement 28 27 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 Interest 29 28 8.5 Subsequent Adjustments 29 28 ARTICLE IX CONTINUING COOPERATION 29 28 9.1 General Matters 29 28 9.2 Additional Title Documents 29 9.3 Claims and Suits 29 9.4 Payment of Deposits 30 29 9.5 Withheld Payments 30 29 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 P & A with Loan Pools and Exhibits iii ANB Financial N.A. 6 May 2008 Bentonville, AR ARTICLE XII INDEMNIFICATION 33 32 12.1 Indemnification of Indemnitees 33 32 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 36 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 37 ARTICLE XIII MISCELLANEOUS 38 37 13.1 Entire Agreement 38 37 13.2 Headings 38 37 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 38 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 39 13.10 Waiver 40 39 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULESSCHEDULES 2.1 Certain Liabilities Assumed 42 3.1 Certain Assets Purchased 43 3.1(e) Loans Fully Secured by Assumed Deposits 44 3.1(i) Acquired Subsidiaries 45 3.2 Purchase Price of Assets or assets 46 3.5(k) Securities Not Purchased 48 EXHIBITS 5.00 Bank Premises 49 P & A with Loan Pools and Exhibits iv ANB Financial N.A. 6 May 2008 Bentonville, AR PURCHASE AND ASSUMPTION AGREEMENT

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 18 4.1 Continuation of Banking Business 16 18 4.2 Agreement with Respect to Credit Card Business 17 18 4.3 Agreement with Respect to Safe Deposit Business 17 18 4.4 Agreement with Respect to Safekeeping Business 17 19 4.5 Agreement with Respect to Trust Business 18 19 4.6 Agreement with Respect to Bank Premises 18 19 4.7 Agreement with Respect to Leased Data Processing Equipment 21 22 4.8 Agreement with Respect to Certain Existing Agreements 22 23 4.9 Informational Tax Reporting 22 24 4.10 Insurance 23 24 4.11 Office Space for Receiver and Corporation 23 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 25 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 1700 Xxxxxx Xxxxxxxxxx Xxxx Xxx Xxxxxxxxx, 2009 i FIRST REGIONAL BANK Los Angeles, CA XX ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 26 5.1 Payment of Checks, Drafts and Orders 25 26 5.2 Certain Agreements Related to Deposits 25 26 5.3 Notice to Depositors 25 26 ARTICLE VI RECORDS 26 27 6.1 Transfer of Records 26 27 6.2 Delivery of Assigned Records 26 28 6.3 Preservation of Records 27 28 6.4 Access to Records; Copies 27 28 ARTICLE VII FIRST LOSS TRANCHE 27 29 ARTICLE VIII ADJUSTMENTS 28 29 8.1 Pro Forma Statement 28 29 8.2 Correction of Errors and Omissions; Other Liabilities 28 30 8.3 Payments 28 30 8.4 Interest 29 30 8.5 Subsequent Adjustments 29 30 ARTICLE IX CONTINUING COOPERATION 29 31 9.1 General Matters 29 31 9.2 Additional Title Documents 29 31 9.3 Claims and Suits 29 31 9.4 Payment of Deposits 30 31 9.5 Withheld Payments 30 32 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 32 9.7 Information 31 33 ARTICLE X CONDITION PRECEDENT 31 33 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 33 ARTICLE XII INDEMNIFICATION 33 34 12.1 Indemnification of Indemnitees 33 34 12.2 Conditions Precedent to Indemnification 35 37 12.3 No Additional Warranty 36 38 12.4 Indemnification of Corporation and Receiver 36 38 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 1700 Xxxxxx Xxxxxxxxxx Xxxx Xxx Xxxxxxxxx, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULESXX

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 19 4.1 Continuation of Banking Business 16 19 4.2 Agreement with Respect to Credit Card Business 17 19 4.3 Agreement with Respect to Safe Deposit Business 17 19 4.4 Agreement with Respect to Safekeeping Business 17 19 4.5 Agreement with Respect to Trust Business 18 20 4.6 Agreement with Respect to Bank Premises 18 20 4.7 Agreement with Respect to Leased Data Processing Management Equipment 21 24 4.8 Agreement with Respect to Certain Existing Agreements 22 25 4.9 Informational Tax Reporting 22 26 4.10 Insurance 23 26 4.11 Office Space for Receiver and Corporation 23 Corporation; Certain Payments 26 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 of the Failed Bank 27 4.13 Agreement with Respect to Interim Asset Servicing 24 28 4.14 Reserved 24 [RESERVED] 28 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 28 ARTICLE V V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 29 5.1 Payment of Checks, Drafts Drafts, Orders and Orders 25 Deposits 28 5.2 Certain Agreements Related to Deposits 25 29 5.3 Notice to Depositors 25 29 ARTICLE VI VI. RECORDS 26 29 6.1 Transfer of Records 26 29 6.2 Delivery Transfer of Assigned Records 26 30 6.3 Preservation of Records 27 30 6.4 Access to Records; Copies 27 30 6.5 Right of Receiver or Corporation to Audit 31 ARTICLE VII FIRST LOSS TRANCHE 27 VII. BID; INITIAL PAYMENT 31 ARTICLE VIII ADJUSTMENTS 28 VIII. ADJUSTMENTS; SETTLEMENT PROCESS 31 8.1 Pro Forma Statement 28 31 8.2 Correction of Errors and Omissions; Other Liabilities 28 32 8.3 Payments 28 32 8.4 Interest 29 32 8.5 Subsequent Adjustments 29 32 ARTICLE IX IX. CONTINUING COOPERATION 29 32 9.1 General Matters 29 32 9.2 Additional Title Documents 29 32 9.3 Claims and Suits 29 33 9.4 Payment of Deposits 30 33 9.5 Withheld Payments 30 33 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 34 9.7 Information 31 34 9.8 Tax Ruling 34 ARTICLE X X. CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 12.1 Indemnification of Indemnitees 33 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES35

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 21 4.1 Continuation of Banking Business 16 21 4.2 Agreement with Respect to Credit Card Business 17 21 4.3 Agreement with Respect to Safe Deposit Business 17 21 4.4 Agreement with Respect to Safekeeping Business 17 21 4.5 Agreement with Respect to Trust Business 18 22 4.6 Agreement with Respect to Bank Premises 18 22 4.7 Agreement with Respect to Leased Data Processing Equipment 21 26 4.8 Agreement with Respect to Certain Existing Agreements 22 27 4.9 Informational Tax Reporting 22 27 4.10 Insurance 23 27 4.11 Office Space for Receiver and Corporation 23 28 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 28 4.13 Agreement with Respect to Interim Asset Servicing 24 29 4.14 Reserved 24 29 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 1700 Xxxx xx Xxxxxxxxx Xxxxxxxxx, 2009 i FIRST REGIONAL BANK Los Angeles, CA Xxxxxxx ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 30 5.1 Payment of Checks, Drafts and Orders 25 30 5.2 Certain Agreements Related to Deposits 25 30 5.3 Notice to Depositors 25 30 ARTICLE VI RECORDS 26 31 6.1 Transfer of Records 26 31 6.2 Delivery of Assigned Records 26 31 6.3 Preservation of Records 27 32 6.4 Access to Records; Copies 27 32 ARTICLE VII FIRST LOSS TRANCHE 27 32 ARTICLE VIII ADJUSTMENTS 28 33 8.1 Pro Forma Statement 28 33 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 33 8.4 Interest 29 34 8.5 Subsequent Adjustments 29 34 ARTICLE IX CONTINUING COOPERATION 29 34 9.1 General Matters 29 34 9.2 Additional Title Documents 29 34 9.3 Claims and Suits 29 34 9.4 Payment of Deposits 30 35 9.5 Withheld Payments 30 35 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 35 9.7 Information 31 36 ARTICLE X CONDITION PRECEDENT 31 36 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 INSTITUTION 36 ARTICLE XII INDEMNIFICATION 33 38 12.1 Indemnification of Indemnitees 33 38 12.2 Conditions Precedent to Indemnification 35 41 12.3 No Additional Warranty 36 41 12.4 Indemnification of Corporation and Receiver 36 42 12.5 Obligations Supplemental 37 Module 1 – Whole 42 Bank w/ Loss Share – P&A Version 1.12 November 17of Hiawassee Hiawassee, 2009 ii FIRST REGIONAL BANK Los Angeles, CA Georgia iii 12.6 Criminal Claims 37 42 12.7 Limited Guaranty of the Corporation 37 42 12.8 Subrogation 38 43 ARTICLE XIII MISCELLANEOUS 38 43 13.1 Entire Agreement 38 43 13.2 Headings 38 43 13.3 Counterparts 38 43 13.4 Governing Law 38 43 13.5 Successors 38 43 13.6 Modification; Assignment 38 44 13.7 Notice 39 44 13.8 Manner of Payment 39 45 13.9 Costs, Fees and Expenses 40 45 13.10 Waiver 40 45 13.11 Severability 40 45 13.12 Term of Agreement 40 45 13.13 Survival of Covenants, Etc. 40 SCHEDULES45

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 17 4.1 Continuation of Banking Business 16 17 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 22 4.8 Agreement with Respect to Certain Existing Agreements 22 23 4.9 Informational Tax Reporting 22 23 4.10 Insurance 23 4.11 Office Space for Receiver and Corporation 23 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 24 4.13 Agreement with Respect to Interim Asset Servicing 24 25 4.14 Reserved 24 25 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Unity National Bank Version 1.12 November 172.01 Cartersville, 2009 i FIRST REGIONAL BANK Los AngelesGeorgia February 24, CA 2010 ii ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 26 5.1 Payment of Checks, Drafts and Orders 25 26 5.2 Certain Agreements Related to Deposits 25 26 5.3 Notice to Depositors 25 26 ARTICLE VI RECORDS 26 27 6.1 Transfer of Records 26 27 6.2 Delivery of Assigned Records 26 27 6.3 Preservation of Records 27 28 6.4 Access to Records; Copies 27 28 ARTICLE VII FIRST LOSS TRANCHE 27 26 ARTICLE VIII ADJUSTMENTS 28 29 8.1 Pro Forma Statement 28 29 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 29 8.4 Interest 29 30 8.5 Subsequent Adjustments 29 30 ARTICLE IX CONTINUING COOPERATION 29 30 9.1 General Matters 29 30 9.2 Additional Title Documents 29 30 9.3 Claims and Suits 29 30 9.4 Payment of Deposits 30 31 9.5 Withheld Payments 30 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 31 9.7 Information 31 32 ARTICLE X CONDITION PRECEDENT 31 32 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 INSTITUTION 32 ARTICLE XII INDEMNIFICATION 33 34 12.1 Indemnification of Indemnitees 33 34 12.2 Conditions Precedent to Indemnification 35 37 12.3 No Additional Warranty 36 37 12.4 Indemnification of Corporation and Receiver 36 38 12.5 Obligations Supplemental 37 38 Module 1 – Whole Bank w/ Loss Share – P&A Unity National Bank Version 1.12 November 172.01 Cartersville, 2009 ii FIRST REGIONAL BANK Los AngelesGeorgia February 24, CA 2010 iii 12.6 Criminal Claims 37 38 12.7 Limited Guaranty of the Corporation 37 38 12.8 Subrogation 38 39 ARTICLE XIII MISCELLANEOUS 38 39 13.1 Entire Agreement 38 39 13.2 Headings 38 39 13.3 Counterparts 38 39 13.4 Governing Law 38 39 13.5 Successors 38 39 13.6 Modification; Assignment 38 40 13.7 Notice 39 40 13.8 Manner of Payment 39 40 13.9 Costs, Fees and Expenses 40 41 13.10 Waiver 40 41 13.11 Severability 40 41 13.12 Term of Agreement 40 41 13.13 Survival of Covenants, Etc. 40 SCHEDULES41

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 4.1 Continuation of Banking Business 16 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 17 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 4.8 Agreement with Respect to Certain Existing Agreements 22 21 4.9 Informational Tax Reporting 22 4.10 Insurance 23 22 4.11 Office Space for Receiver and Corporation 23 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 24 ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 5.1 Payment of Checks, Drafts and Orders 25 5.2 Certain Agreements Related to Deposits 25 5.3 Notice to Depositors 25 ARTICLE VI RECORDS 26 25 6.1 Transfer of Records 26 25 6.2 Delivery of Assigned Records 26 6.3 Preservation of Records 27 26 6.4 Access to Records; Copies 27 26 ARTICLE VII FIRST LOSS TRANCHE 27 ARTICLE VIII ADJUSTMENTS 28 27 8.1 Pro Forma Statement 28 Statements 27 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 Interest 29 28 8.5 Subsequent Adjustments 29 28 ARTICLE IX CONTINUING COOPERATION 29 9.1 General Matters 29 9.2 Additional Title Documents 29 9.3 Claims and Suits 29 9.4 Payment Payments of Deposits 30 29 9.5 Withheld Payments 30 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 32 12.1 Indemnification of Indemnitees 33 Indemnities 32 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES36

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 4.1 Continuation of Banking Business 16 4.2 Agreement with Respect to Credit Card Business 17 4.3 Agreement with Respect to Safe Deposit Business 17 4.4 Agreement with Respect to Safekeeping Business 17 4.5 Agreement with Respect to Trust Business 18 17 4.6 Agreement with Respect to Bank Premises 18 4.7 Agreement with Respect to Leased Data Processing Equipment 21 4.8 Agreement with Respect to Certain Existing Agreements 22 21 4.9 Informational Tax Reporting 22 4.10 Insurance 23 22 4.11 Office Space for Receiver and Corporation 23 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 i FIRST REGIONAL BANK Los Angeles, CA 24 ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 5.1 Payment of Checks, Drafts and Orders 25 5.2 Certain Agreements Related to Deposits 25 5.3 Notice to Depositors 25 ARTICLE VI RECORDS 26 25 6.1 Transfer of Records 26 25 6.2 Delivery of Assigned Records 26 6.3 Preservation of Records 27 26 6.4 Access to Records; Copies 27 26 ARTICLE VII FIRST LOSS TRANCHE 27 ARTICLE VIII ADJUSTMENTS 28 27 8.1 Pro Forma Statement 28 27 8.2 Correction of Errors and Omissions; Other Liabilities 28 8.3 Payments 28 8.4 Interest 29 28 8.5 Subsequent Adjustments 29 28 ARTICLE IX CONTINUING COOPERATION 29 9.1 General Matters 29 9.2 Additional Title Documents 29 9.3 Claims and Suits 29 9.4 Payment of Deposits 30 29 9.5 Withheld Payments 30 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 9.7 Information 31 ARTICLE X CONDITION PRECEDENT 31 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 ARTICLE XII INDEMNIFICATION 33 32 12.1 Indemnification of Indemnitees 33 32 12.2 Conditions Precedent to Indemnification 35 12.3 No Additional Warranty 36 12.4 Indemnification of Corporation and Receiver 36 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 12.6 Criminal Claims 37 12.7 Limited Guaranty of the Corporation 37 12.8 Subrogation 38 ARTICLE XIII MISCELLANEOUS 38 13.1 Entire Agreement 38 13.2 Headings 38 13.3 Counterparts 38 13.4 Governing Law 38 13.5 Successors 38 13.6 Modification; Assignment 38 13.7 Notice 39 13.8 Manner of Payment 39 13.9 Costs, Fees and Expenses 40 13.10 Waiver 40 13.11 Severability 40 13.12 Term of Agreement 40 13.13 Survival of Covenants, Etc. 40 SCHEDULES36

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 16 15 4.1 Continuation of Banking Business 16 15 4.2 Agreement with Respect to Credit Card Business 17 15 4.3 Agreement with Respect to Safe Deposit Business 17 15 4.4 Agreement with Respect to Safekeeping Business 17 16 4.5 Agreement with Respect to Trust Business 18 16 4.6 Agreement with Respect to Bank Premises 18 16 4.7 Agreement with Respect to Leased Data Processing Equipment 21 19 4.8 Agreement with Respect to Certain Existing Agreements 22 20 4.9 Informational Tax Reporting 22 20 4.10 Insurance 23 20 4.11 Office Space for Receiver and Corporation 23 21 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 23 21 4.13 Agreement with Respect to Interim Asset Servicing 24 4.14 Reserved 24 4.15 Agreement with Respect to Loss Sharing 25 Module 1 – Whole 22 Orion Bank w/ Loss Share – P&A Version 1.12 November 17Naples, 2009 i FIRST REGIONAL BANK Los Angeles, CA FL ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 25 23 5.1 Payment of Checks, Drafts and Orders 25 23 5.2 Certain Agreements Related to Deposits 25 24 5.3 Notice to Depositors 25 24 ARTICLE VI RECORDS 26 24 6.1 Transfer of Records 26 24 6.2 Delivery of Assigned Records 26 25 6.3 Preservation of Records 27 25 6.4 Access to Records; Copies 27 25 ARTICLE VII FIRST LOSS TRANCHE 27 26 ARTICLE VIII ADJUSTMENTS 28 26 8.1 Pro Forma Statement 28 26 8.2 Correction of Errors and Omissions; Other Liabilities 28 26 8.3 Payments 28 27 8.4 Interest 29 27 8.5 Subsequent Adjustments 29 27 ARTICLE IX CONTINUING COOPERATION 29 27 9.1 General Matters 29 27 9.2 Additional Title Documents 29 27 9.3 Claims and Suits 29 27 9.4 Payment of Deposits 30 28 9.5 Withheld Payments 30 28 9.6 Proceedings with Respect to Certain Assets and Liabilities 30 28 9.7 Information 31 29 ARTICLE X CONDITION PRECEDENT 31 29 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 31 29 ARTICLE XII INDEMNIFICATION 33 30 12.1 Indemnification of Indemnitees 33 30 12.2 Conditions Precedent to Indemnification 35 33 12.3 No Additional Warranty 36 34 12.4 Indemnification of Corporation and Receiver 36 00 Xxxxx Xxxx Xxxxxx, XX 12.5 Obligations Supplemental 37 Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 ii FIRST REGIONAL BANK Los Angeles, CA 34 12.6 Criminal Claims 37 35 12.7 Limited Guaranty of the Corporation 37 35 12.8 Subrogation 38 35 ARTICLE XIII MISCELLANEOUS 38 35 13.1 Entire Agreement 38 35 13.2 Headings 38 35 13.3 Counterparts 38 35 13.4 Governing Law 38 35 13.5 Successors 38 36 13.6 Modification; Assignment 38 36 13.7 Notice 39 36 13.8 Manner of Payment 39 37 13.9 Costs, Fees and Expenses 40 37 13.10 Waiver 40 37 13.11 Severability 40 37 13.12 Term of Agreement 40 37 13.13 Survival of Covenants, Etc. 40 37 SCHEDULES