Common use of Employee Matters and ERISA Clause in Contracts

Employee Matters and ERISA. (1) Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB or First Bank and to the knowledge of FSB there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB or First Bank. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB and First Bank are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB nor First Bank is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB or First Bank pending or, to the knowledge of FSB, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSB, threatened against or directly affecting FSB or First Bank; and (iv) neither FSB nor First Bank has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3) Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB or First Bank (the "FSB Employee Plans"). To the knowledge of FSB, no present or former employee of FSB or First Bank has been charged with breaching nor has breached a fiduciary duty under any of the FSB Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer plan. Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB or First Bank. FSB has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreements. (4) All liabilities of the FSB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September 30, 2003, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code). No actuarial assumptions have been changed since the last written report of actuaries on such FSB Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB and First Bank have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred with respect to any of the FSB Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank would be liable after September 30, 2003, except as is reflected on the FSB Financial Statements. As of December 31, 2003, FSB and First Bank had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1) Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Lincoln nor First Bank its Subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Lincoln or First Bank its Subsidiaries and to the knowledge of FSB Lincoln there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Lincoln or First Bankits Subsidiaries. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB Lincoln and First Bank its Subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Lincoln nor First Bank its Subsidiaries is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB Lincoln or First Bank its Subsidiaries pending or, to the knowledge of FSBLincoln, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, or to the knowledge of FSBLincoln, threatened against or directly affecting FSB Lincoln or First Bankits Subsidiaries; and (iv) neither FSB Lincoln nor First Bank its Subsidiaries has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3) Except as may be disclosed in the Disclosure Schedule, neither FSB Lincoln nor First Bank its Subsidiaries maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB Lincoln or First Bank its Subsidiaries (the "FSB Lincoln Employee Plans"). To the knowledge of FSBLincoln, no present or former employee of FSB Lincoln or First Bank its Subsidiaries has been charged with breaching nor has breached a fiduciary duty under any of the FSB Lincoln Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB Lincoln nor First Bank its Subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer plan. Except as may be disclosed in the Disclosure Schedule, neither FSB Lincoln nor First Bank its Subsidiaries maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB Lincoln or First Bankits Subsidiaries. FSB Lincoln has provided to Lincoln FSB a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB Lincoln has also provided to LincolnFSB, with respect to each such plan or program to the extent available to FSBLincoln, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreements. (4) All liabilities of the FSB Lincoln Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Lincoln Employee Plan, at the end of any plan year, or at September 30, 2003, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code). No actuarial assumptions have been changed since the last written report of actuaries on such FSB Lincoln Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Lincoln Financial Statements, FSB Lincoln and First Bank its Subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB Lincoln Employee Plans, whether or not waived, nor does FSB Lincoln or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB Lincoln or by any person which may be aggregated with FSB Lincoln for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Lincoln Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB Lincoln threatened or imminent with respect to any FSB Lincoln Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB Lincoln or First Bank its Subsidiaries would be liable after September 30, 2003, except as is reflected on the FSB Lincoln Financial Statements. As of December 31, 2003, FSB Lincoln and First Bank its Subsidiaries had no liability for excise taxes under Sections 4971, 49754971,4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Lincoln Employee Plan. All FSB Lincoln Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1a) Except as may be disclosed in Section 2.13(a) of the Disclosure Schedule, neither FSB Bancorp nor First Bank any Bancorp Subsidiary has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Bancorp or First Bank any Bancorp Subsidiary, and to the knowledge of FSB there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Bancorp or First Bankany Bancorp Subsidiary. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB Bancorp and First Bank are and the Bancorp Subsidiaries have been and are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Bancorp nor First Bank any Bancorp Subsidiary is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB Bancorp or First Bank any Bancorp Subsidiary pending or, to the knowledge best of FSBBancorp's knowledge, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSB, or threatened against or directly affecting FSB Bancorp or First Bankany Bancorp Subsidiary; and (iv) neither FSB Bancorp nor First Bank any Bancorp Subsidiary has experienced any work stoppage or other such material labor difficulty during the past five (5) years. (3c) Except as may be disclosed in Section 2.13(c) of the Disclosure Schedule, neither FSB Bancorp nor First Bank any Bancorp Subsidiary maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees of Bancorp or directors any Bancorp Subsidiary (or their beneficiaries or dependents) of FSB or First Bank (collectively, the "FSB Employee Plans"). To the knowledge of FSB, no No present or former employee of FSB Bancorp or First Bank any Bancorp Subsidiary has been charged with breaching nor has breached a fiduciary duty under any of the FSB Employee PlansPlan. Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Bancorp nor First Bank any Bancorp Subsidiary participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer planplan (as defined at Section 3(37) of ERISA). Except as may be separately disclosed in Section 2.13(c) of the Disclosure Schedule, neither FSB Bancorp nor First Bank any Bancorp Subsidiary maintains, contributes to, or participates in, in any plan that provides health, major medical, disability disability, life insurance, severance, salary continuation or life insurance other benefits to one or more former employees or directors of FSB or First Bank. FSB has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreementsconsultants. (4d) All liabilities of the FSB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September 30March 31, 2003, had or has 2001 had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB the Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on reflected in the FSB Bancorp Financial Statements, FSB Bancorp and First Bank the Bancorp Subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003ERISA. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred with respect to any of the FSB Employee PlansPlan, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans Plan as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB Bancorp or First Bank any Bancorp Subsidiary would be liable after September 30, 2003liable, except as is reflected on in the FSB Bancorp Financial Statements. As of December 31, 2003, FSB Bancorp and First Bank had the Bancorp Subsidiaries have no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have in all material respects been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1) Except as may be disclosed in the Disclosure Schedule, neither FSB 2.11.1. Neither Landmark nor First Bank any of its subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Landmark or First Bank and any of its subsidiaries and, to the knowledge of FSB Landmark, there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Landmark or First Bankany of its subsidiaries. (2) Except as may be disclosed in the Disclosure Schedule, 2.11.2. (i) FSB Landmark and First Bank its subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Landmark nor First Bank any of its subsidiaries is engaged in any unfair labor practice; , (ii) there is no unfair labor practice complaint against FSB Landmark or First Bank any subsidiary pending or, to the knowledge of FSBLandmark, threatened before the National Labor Relations Board; , (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBLandmark, threatened against or directly affecting FSB Landmark or First Bank; any subsidiary, and (iv) neither FSB Landmark nor First Bank any subsidiary has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3) Except as may be disclosed in 2.11.3. Section 2.11.3 of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to or participates in or has any liability under any Schedule describes each employee benefit plansplan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any and each nonqualified employee benefit plans or plan, deferred compensation, bonus, stock or and incentive plansplan, or and each other employee benefit or and fringe benefit programs program for the benefit of former or current employees of Landmark or directors (or their beneficiaries or dependents) of FSB or First Bank any subsidiary (the "FSB Landmark Employee Plans")) which Landmark and its subsidiaries maintain, contribute to or participate in or have any liability under. To the knowledge of FSB, no No present or former employee of FSB Landmark or First Bank any subsidiary has been charged with breaching nor breaching, or, to the knowledge of Landmark, has breached breached, a fiduciary duty under any of the FSB Landmark Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Landmark nor First Bank any of its subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer planplan (as defined at Section 3(37) of ERISA). Except as may be disclosed in Section 2.11.3 of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to, or participates in, any plan Schedule describes all plans that provides provide health, major medical, disability or life insurance benefits to former employees of Landmark or directors any subsidiary that Landmark and any subsidiary maintain, contribute to, or participate in. 2.11.4. Neither Landmark nor any of FSB its subsidiaries maintain, nor have any of them maintained for the past ten years, any Landmark Employee Plans subject to Title IV of ERISA or First BankSection 412 of the Code. FSB No reportable event (as defined in Section 4043 of ERISA) has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, occurred with respect to each such plan or program any Landmark Employee Plans as to the extent available which a notice would be required to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report be filed with the IRS, (ix) registration statements on Form S-8 and prospectusesPension Benefit Guaranty Corporation. No claim is pending, and Landmark has not received notice of any threatened or imminent claim with respect to any Landmark Employee Plan (xother than a routine claim for benefits for which plan administrative review procedures have not been exhausted) trust agreements. (4) for which Landmark or any of its subsidiaries would be liable after December 31, 1999, except as reflected on the Landmark Financial Statements. All liabilities of the FSB Landmark Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Landmark Employee Plan, at the end of any plan year, or at September 30December 31, 20031999, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB Landmark Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB Landmark and First Bank its subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003ERISA. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB Landmark Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Landmark Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank would be liable after September 30, 2003, except as is reflected on the FSB Financial Statements. As of December 31, 2003, FSB and First Bank had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1) Except as may be disclosed in the Disclosure Schedule, neither FSB CBI nor First Bank Classic has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB CBI or First Bank Classic and to the knowledge of FSB CBI there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB CBI or First BankClassic. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB CBI and First Bank Classic are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB CBI nor First Bank Classic is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB CBI or First Bank Classic pending or, to the knowledge of FSBCBI, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBCBI, threatened against or directly affecting FSB CBI or First BankClassic; and (iv) neither FSB CBI nor First Bank Classic has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3) Except as may be disclosed in the Disclosure Schedule, neither FSB CBI nor First Bank Classic maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB CBI or First Bank Classic (the "FSB “CBI Employee Plans"”). To the knowledge of FSBCBI, no present or former employee of FSB CBI or First Bank Classic has been charged with breaching nor has breached a fiduciary duty under any of the FSB CBI Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB CBI nor First Bank Classic participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer plan. Except as may be disclosed in the Disclosure Schedule, neither FSB CBI nor First Bank Classic maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB CBI or First BankClassic. FSB CBI has provided to Lincoln CHC a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB CBI has also provided to LincolnCHC, with respect to each such plan or program to the extent available to FSBCBI, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreements. (4) All liabilities of the FSB CBI Employee Plans have been funded or accrued on the basis of consistent methods in accordance with sound actuarial assumptions and practicesGAAP, and no FSB CBI Employee Plan, at the end of any plan year, or at September 30, 20032004, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code). No actuarial assumptions have been changed since the last written report of actuaries on such FSB CBI Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB CBI Financial Statements, FSB CBI and First Bank Classic have no contingent or actual liabilities under Title IV of ERISA as of December 31September 30, 20032004. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB CBI Employee Plans, whether or not waived, nor does FSB CBI or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB CBI or by any person which may be aggregated with FSB CBI for purposes of Section 412 of the Code. All CBI and Classic defined benefit plans, if terminated as of the date of this agreement, have plan assets sufficient to meet all required obligations under the terminated plan. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB CBI Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB CBI threatened or imminent with respect to any FSB CBI Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB CBI or First Bank Classic would be liable after September 30, 20032004, except as is reflected on the FSB CBI Financial Statements. As of December 31September 30, 20032004, FSB CBI and First Bank Classic had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB CBI Employee Plan. All FSB CBI Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1a) Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Heartland nor First Bank any of its subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Heartland or First Bank any of its subsidiaries and to the knowledge of FSB Heartland there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Heartland or First Bankany of its subsidiaries. (2b) Except as may be disclosed set forth in Section 2.11(b) of the Disclosure Schedule, (i) FSB Heartland and First Bank its subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Heartland nor First Bank any of its subsidiaries is engaged in any unfair labor practice; , (ii) there is no unfair labor practice complaint against FSB Heartland or First Bank any of its subsidiaries pending or, to the knowledge of FSBHeartland, threatened before the National Labor Relations Board; , (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBHeartland, threatened against or directly affecting FSB Heartland or First Bank; any of its subsidiaries, and (iv) neither FSB Heartland nor First Bank any of its subsidiaries has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3c) Except as may be disclosed in Section 2.11(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to or participates in or has any liability under any Schedule describes each employee benefit plansplan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any and each nonqualified employee benefit plans or plan, deferred compensation, bonus, stock or and incentive plansplan, or and each other employee benefit or and fringe benefit programs program for the benefit of former or current employees of Heartland or directors (or their beneficiaries or dependents) of FSB or First Bank its subsidiaries (the "FSB Heartland Employee Plans")) which Heartland and its subsidiaries maintain, contribute to or participate in or have any liability under. To the knowledge of FSB, no No present or former employee of FSB Heartland or First Bank any of its subsidiaries has been charged with breaching nor breaching, or to the knowledge of Heartland has breached breached, a fiduciary duty under any of the FSB Heartland Employee Plans. Except as may be disclosed set forth in Section 2.11(c) of the Disclosure Schedule, neither FSB Heartland nor First Bank any of its subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer planplan (as defined at Section 3(37) of ERISA). Except as may be disclosed in Section 2.11(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to, or participates in, any plan Schedule describes all plans that provides provide health, major medical, disability or life insurance benefits to former employees of Heartland or directors its subsidiaries that Heartland and its subsidiaries maintain, contribute to, or participate in. (d) Neither Heartland nor any of FSB its subsidiaries maintain, nor have any of them maintained for the past ten years, any Heartland Employee Plans subject to Title IV of ERISA or First BankSection 412 of the Code. FSB No reportable event (as defined in Section 4043 of ERISA) has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, occurred with respect to each such plan or program any Heartland Employee Plans as to the extent available which a notice would be required to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report be filed with the IRS, (ix) registration statements on Form S-8 and prospectusesPension Benefit Guaranty Corporation. No claim is pending, and Heartland has not received notice of any threatened or imminent claim with respect to any Heartland Employee Plan (xother than a routine claim for benefits for which plan administrative review procedures have not been exhausted) trust agreements. (4) for which Heartland or its subsidiaries would be liable after December 31, 1997, except as reflected on the Heartland Financial Statements. All liabilities of the FSB Heartland Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Heartland Employee Plan, 11 at the end of any plan year, or at September 30December 31, 20031997, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB Heartland Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB Heartland and First Bank its subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003ERISA. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB Heartland Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank would be liable after September 30, 2003, except as is reflected on the FSB Financial Statements. As of After December 31, 20031997, FSB Heartland and First Bank had no liability its subsidiaries do not have any liabilities for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Heartland Employee Plan. All FSB Except as set forth in Section 2.11(d) of the Disclosure Schedule, all Heartland Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISAERISA and the Code. (e) Except as set forth in Section 2.11(e) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events) would (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or employee of Heartland or any of its affiliates from Heartland or any of its affiliates under any Heartland Employee Plan or otherwise, (ii) increase any benefits otherwise payable under any Heartland Employee Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefits. (f) Copies of each Heartland Employee Plan described in Section 2.11(c) of the Disclosure Schedule, and all amendments or supplements thereto, have been previously made available to Banterra by Heartland. Section 2.11(f) of the Disclosure Schedule lists, for each Heartland Employee Plan, all of the following with respect thereto: (i) summary plan descriptions, (ii) lists of all current participants and all participants with benefit entitlements, (iii) contracts relating to plan documents, (iv) actuarial valuations for any defined benefit plan, (v) valuations for any plan as of the most recent date, (vi) determination letters from the I.R.S., (vii) the most recent annual report filed with the I.R.S., (viii) registration statements and prospectuses, and (ix) trust agreements. Copies of each of the documents described in the preceding sentence have been previously made available to Banterra by Heartland.

Employee Matters and ERISA. (1) Except as may be disclosed in the Disclosure Schedule, neither FSB CHC nor First Bank City National has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB CHC or First Bank City National and to the knowledge of FSB CHC there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB CHC or First BankCity National. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB CHC and First Bank City National are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB CHC nor First Bank City National is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB CHC or First Bank City National pending or, to the knowledge of FSBCHC, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBCHC, threatened against or directly affecting FSB CHC or First BankCity National; and (iv) neither FSB CHC nor First Bank City National has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3) Except as may be disclosed in the Disclosure Schedule, neither FSB CHC nor First Bank City National maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB CHC or First Bank City National (the "FSB “CHC Employee Plans"”). To the knowledge of FSBCHC, no present or former employee of FSB CHC or First Bank City National has been charged with breaching nor has breached a fiduciary duty under any of the FSB CHC Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB CHC nor First Bank City National participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer plan. Except as may be disclosed in the Disclosure Schedule, neither FSB CHC nor First Bank City National maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB CHC or First BankCity National. FSB CHC has provided to Lincoln CBI a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreements. (4) All liabilities of the FSB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September 30, 2003, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code). No actuarial assumptions have been changed since the last written report of actuaries on such FSB Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB and First Bank have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred with respect to any of the FSB Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank would be liable after September 30, 2003, except as is reflected on the FSB Financial Statements. As of December 31, 2003, FSB and First Bank had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1a) Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Fidelity nor First Bank any of its Subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Fidelity or First Bank its Subsidiaries and to the knowledge of FSB Fidelity there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Fidelity or First Bankits Subsidiaries. (2b) Except as may be disclosed in the Disclosure Schedule, (i) FSB Fidelity and First Bank its Subsidiaries are and have been in compliance in all material compliance respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Fidelity nor First Bank its Subsidiaries is engaged in any unfair labor practice; , (ii) there is no unfair labor practice complaint against FSB Fidelity or First Bank its Subsidiaries pending or, to the knowledge of FSBFidelity or its Subsidiaries, threatened before the National Labor Relations Board; , (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBFidelity, threatened against or directly affecting FSB Fidelity or First Bank; and its Subsidiaries (iv) neither FSB Fidelity nor First Bank its Subsidiaries has experienced any work stoppage or other such labor difficulty during the past five (5) years, and (v) there are no EEOC or similar agency complaints against Fidelity or its Subsidiaries pending, or to the knowledge of Fidelity or its Subsidiaries, threatened. (3c) Except as may be disclosed in Section 2.14(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to or participates in or has any liability under any Schedule lists each employee benefit plansplan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any and each nonqualified employee benefit plans or plan, deferred compensation, bonus, stock or and incentive plansplan, or and each other employee benefit or and fringe benefit programs program for the benefit of former or current officers, directors or employees of Fidelity or directors (or their beneficiaries or dependents) of FSB or First Bank its Subsidiaries (the "FSB Fidelity Employee Plans") which Fidelity or its Subsidiaries maintain, contribute to or participate in or have any liability under (other than incidental employee benefits as described by U.S. Department of Labor Regulation 2510.3-1(b) through (k)). To the knowledge of FSB, no No present or former employee of FSB Fidelity or First Bank its Subsidiaries has been charged with breaching nor breaching, or has breached in any material respect, a fiduciary duty under any of the FSB Fidelity Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Fidelity nor First Bank any of its Subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer planmulti-employer plan (as defined at Section 3(37) of ERISA). Except as may be disclosed in Section 2.14(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to, or participates in, any plan Schedule lists all plans that provides health, major medical, disability or life insurance benefits to former employees of Fidelity or directors its Subsidiaries that any of FSB them maintain, contribute to, or First Bank. FSB has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreementsparticipate in. (4d) All liabilities of Fidelity and its Subsidiaries do not maintain, and have not maintained for the FSB past five years, any Fidelity Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September 30, 2003, had or has had an accumulated funding deficiency (within the meaning of Section 302 subject to Title IV of ERISA or Section 412 of the Code). No actuarial assumptions have been changed since the last written report of actuaries on such FSB Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB and First Bank have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred with respect to any of the FSB Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge and neither Fidelity nor any of FSB its Subsidiaries has received notice of any threatened or imminent claim with respect to any FSB Fidelity Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB Fidelity or First Bank its Subsidiaries would be liable after September 30December 31, 20031998, except as is reflected on the FSB Fidelity Financial Statements. As of December 31All insurance premiums have been paid in full, 2003, FSB subject only to normal retrospective adjustments in the ordinary course. Fidelity and First Bank had no liability its Subsidiaries do not have any liabilities for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Fidelity Employee Plan. All FSB Fidelity Employee Plans have been operated, administered and maintained substantially in accordance with the terms thereof and in material substantial compliance with the requirements of all applicable laws, including, without limitation, ERISA and the Code. Any employee benefit plan (as defined in Section 3(3) of ERISA) terminated by Fidelity or its Subsidiaries prior to the date hereof was terminated in compliance with the requirements of all applicable laws, including without limitation, ERISA and the Code. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events) would (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or employee of Fidelity or its Subsidiaries from Fidelity or its Subsidiaries under any contractual arrangement (except for the Employment Agreements with the executive officers of Fidelity described in Section 2.13 of the Disclosure Schedule), Fidelity Employee Plan or otherwise, (ii) increase any benefits otherwise payable under any Fidelity Employee Plan (other than expressly by the terms of such Plan) or (iii) result in any acceleration of the time of payment or vesting of any such benefits (other than expressly by the terms of such agreement or Plan), including, without limitation, the vesting of any additional Fidelity Common Shares in any participant in any Fidelity Employee Plan. (f) Copies of each Fidelity Employee Plan described in Section 2.14(c) of the Disclosure Schedule, and all amendments or supplements thereto, have been previously delivered to PFGI by Fidelity. Section 2.14(f) of the Disclosure Schedule lists, for each Fidelity Employee Plan, to the extent applicable, all of the following with respect thereto: (i) summary plan descriptions, (ii) lists of all current participants and all participants with benefit entitlements, (iii) contracts relating to plan documents, (iv) valuations for any plan as of the most recent date, (vi) determination letters from the IRS, (vii) the most recent annual report filed with the IRS, and (viii) trust agreements. Copies of each of the documents described in the preceding sentence have been previously delivered to PFGI by Fidelity.

Employee Matters and ERISA. (1a) Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Pinnacle nor First Bank any of its subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Pinnacle or First Bank any of its subsidiaries and to the knowledge of FSB Pinnacle there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Pinnacle or First Bankany of its subsidiaries. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB Pinnacle and First Bank its subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Pinnacle nor First Bank any of its subsidiaries is engaged in any unfair labor practice; , (ii) there is no unfair labor practice complaint against FSB Pinnacle or First Bank any subsidiary pending or, to the knowledge of FSBPinnacle, threatened before the National Labor Relations Board; , (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBPinnacle, threatened against or directly affecting FSB Pinnacle or First Bank; any subsidiary, and (iv) neither FSB Pinnacle nor First Bank any subsidiary has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3c) Except as may be disclosed in Section 2.11(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to or participates in or has any liability under any Schedule describes each employee benefit plansplan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any and each nonqualified employee benefit plans or plan, deferred compensation, bonus, stock or and incentive plansplan, or and each other employee benefit or and fringe benefit programs program for the benefit of former or current employees of Pinnacle or directors (or their beneficiaries or dependents) of FSB or First Bank any subsidiary (the "FSB Pinnacle Employee Plans")) which Pinnacle and its subsidiaries maintain, contribute to or participate in or have any liability under. To the knowledge of FSB, no No present or former employee of FSB Pinnacle or First Bank any subsidiary has been charged with breaching nor breaching, or to the knowledge of Pinnacle has breached breached, a fiduciary duty under any of the FSB Pinnacle Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Pinnacle nor First Bank any of its subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer planplan (as defined at Section 3(37) of ERISA). Except as may be disclosed in Section 2.11(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to, or participates in, any plan Schedule describes all plans that provides health, major medical, disability or life insurance benefits to former employees of Pinnacle or directors any subsidiary that Pinnacle and any subsidiary maintain, contribute to, or participate in. Section 2.11(c) of FSB or First Bank. FSB has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, describes all of the employment related obligations of Pinnacle with respect to each such plan its acquisitions of IFC and CBI. (d) Neither Pinnacle nor any of its subsidiaries maintain, nor have any of them maintained for the past ten years, any Pinnacle Employee Plans subject to Title IV of ERISA or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as Section 412 of the most recent date, Code. No reportable event (viias defined in Section 4043 of ERISA) determination letters from the IRS, (viii) the most recent annual report has occurred with respect to any Pinnacle Employee Plans as to which a notice would be required to be filed with the IRS, (ix) registration statements on Form S-8 and prospectusesPension Benefit Guaranty Corporation. No claim is pending, and Pinnacle has not received notice of any threatened or imminent claim with respect to any Pinnacle Employee Plan (xother than a routine claim for benefits for which plan administrative review procedures have not been exhausted) trust agreements. (4) for which Pinnacle or any of its subsidiaries would be liable after December 31, 1996, except as reflected on the Pinnacle Financial Statements. All liabilities of the FSB Pinnacle Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Pinnacle Employee Plan, at the end of any plan year, or at September 30December 31, 20031996, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB Pinnacle Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB Pinnacle and First Bank its subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003ERISA. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB Pinnacle Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Pinnacle Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank would be liable after September 30, 2003, except as is reflected on the FSB Financial Statements. As of After December 31, 20031996, FSB Pinnacle and First Bank had no liability its subsidiaries do not have any liabilities for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Pinnacle Employee Plan. All FSB Pinnacle Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISAERISA and the Code. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events) would (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or employee of Pinnacle or any of its affiliates from Pinnacle or any of its affiliates under any Pinnacle Employee Plan or otherwise, (ii) increase any benefits otherwise payable under any Pinnacle Employee Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefits. (f) Copies of each Pinnacle Employee Plan described in Section 2.11(c) of the Disclosure Schedule, and all amendments or supplements thereto, have been previously made available to CNB by Pinnacle. Section 2.11(f) of the Disclosure Schedule lists, for each Pinnacle Employee Plan, all of the following with respect thereto: (i) summary plan descriptions, (ii) lists of all current participants and all participants with benefit entitlements, (iii) contracts relating to plan documents, (iv) actuarial valuations for any defined benefit plan, (v) valuations for any plan as of the most recent date, (vi) determination letters from the I.R.S., (vii) the most recent annual report filed with the I.R.S., (viii) registration statements and prospectuses, and (ix) trust agreements. Copies of each of the documents described in the preceding sentence have been previously made available to CNB by Pinnacle.

Employee Matters and ERISA. (1a) Except as may be disclosed in Section 2.12 (a) of the Disclosure Schedule, neither FSB nor First Bank Inotek has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB or First Bank employees, and to the knowledge of FSB there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB or First BankInotek. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB Inotek has been and First Bank are and have been is in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB nor First Bank Inotek is not engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB or First Bank Inotek pending or, to the knowledge of FSBInotek, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSB, or threatened against or directly affecting FSB or First BankInotek; and (iv) neither FSB nor First Bank Inotek has not experienced any work stoppage or other such material labor difficulty during the past five (5) years. (3c) Except as may be disclosed in Sections 2.01(c) and 2.12(c) of the Disclosure Schedule, neither FSB nor First Bank maintainsInotek does not maintain, contributes contribute to or participates participate in or has have any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB or First Bank (collectively, the "FSB Employee Plans"). To the knowledge of FSB, no No present or former employee of FSB or First Bank Inotek has been charged with breaching nor has breached a fiduciary duty under any of the FSB Employee PlansPlan. Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank participates Inotek does not participate in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer planplan (as defined at Section 3(37) of ERISA). Except as may be separately disclosed in Section 2.12(c) of the Disclosure Schedule, neither FSB nor First Bank maintainsInotek does not maintain, contributes contribute to, or participates in, participate in any plan that provides health, major medical, disability disability, life insurance, severance, salary continuation or life insurance other benefits to one or more former employees or directors of FSB or First Bank. FSB has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreementsconsultants. (4d) All liabilities of the FSB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September 30February 28, 2003, had or has 2001 had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB the Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on reflected in the FSB Inotek Financial Statements, FSB and First Bank have Inotek has no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003ERISA. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred with respect to any of the FSB Employee PlansPlan, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans Plan as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank Inotek would be liable after September 30, 2003liable, except as is reflected on in the FSB Inotek Financial Statements. As of December 31, 2003, FSB and First Bank had Inotek has no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have in all material respects been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1i) Except as may be disclosed in the Disclosure Schedule, neither FSB Neither GFB nor First Bank any of its Subsidiaries has entered into any collective bargaining agreement or other agreement with any labor union, works council or similar organization with respect to any group of employees of FSB GFB or First Bank and any of its Subsidiaries and, to the knowledge Knowledge of FSB GFB, there is no present effort nor or existing proposal to attempt to unionize any group of employees of FSB GFB or First Bankany of its Subsidiaries. (2ii) Except as may be disclosed in the Disclosure Schedule, (iA) FSB GFB and First Bank each of its Subsidiaries are and have been in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, including any such laws Laws respecting employment discrimination discrimination, workers’ compensation, plant closings and occupational safety and health requirements, and neither FSB GFB nor First Bank any of its Subsidiaries is engaged in any unfair labor practice; (iiB) there is no unfair labor practice complaint against FSB GFB or First Bank any of its Subsidiaries pending or, to the knowledge Knowledge of FSBGFB, threatened before the National Labor Relations Board; (iiiC) there is no pending or, to the Knowledge of GFB, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of GFB or any of its Subsidiaries; (D) there is no labor dispute, strike, slowdown lockout, slowdown, stoppage or stoppage actually similar activity pending or, to the knowledge Knowledge of FSBGFB, threatened against or directly affecting FSB GFB or First Bankany of its Subsidiaries; and (ivE) neither FSB GFB nor First Bank any of its Subsidiaries has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3iii) Except as may There are no proceedings pending or, to the Knowledge of GFB, threatened against GFB or any of its Subsidiaries in any forum by or on behalf of any present or former employee of GFB or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of GFB or any of its Subsidiaries in connection with the employment relationship, which could reasonably be disclosed expected to result in a material liability to GFB or any of its Subsidiaries. (iv) Section 5.2(o)(iv) of the GFB Disclosure ScheduleSchedule sets forth an accurate and complete list of each benefit or compensation plan, neither FSB nor First program, policy, practice, contract, agreement or other arrangement, for the benefit of current or former employees or directors (or their beneficiaries or dependents) of, or independent contractors or consultants to, GFB Bank maintainsor any of its Subsidiaries, contributes to or participates in or has including, but not limited to, any liability under any “employee benefit plans”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 ("“ERISA"”), including (without limitation) any “multiemployer plan plan” (as defined in Section 3(37) of ERISA) (each, a “Multiemployer Plan”), or any nonqualified employee benefit plans or deferred compensationcompensation arrangements, bonus, stock or incentive plans, employment, consulting, severance, termination or change of control agreements, vacation, profit-sharing, fringe benefit or other employee benefit or fringe benefit remuneration programs for of any kind, whether or not in writing and whether or not funded, in each case, which is sponsored, maintained or contributed to by GFB or any of its Subsidiaries, or to which GFB or any of its Subsidiaries is obligated to contribute, or with respect to which GFB or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (collectively, the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB or First Bank (the "FSB “GFB Employee Plans"”). To the knowledge Knowledge of FSBGFB, no present or former director or employee of FSB GFB or First Bank any of its Subsidiaries has been charged with breaching nor has breached a fiduciary duty under any of the FSB GFB Employee Plans. Except as may be disclosed Neither GFB, nor any of its Subsidiaries nor any ERISA Affiliate participates in the Disclosure Schedule, neither FSB nor First Bank participates inor contributes to, nor has it in the past five (5) six years participated inin or contributed to, nor has it any of them any present or future obligation or liability under, any multiemployer planMultiemployer Plan. Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB or First Bank. FSB GFB has provided to Lincoln a true, FCB an accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule GFB Employee Plan (or a summary plan written description thereforof such GFB Employee Plan if such GFB Employee Plan is not set forth in a written document). FSB GFB has also provided or made available to LincolnFCB, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreements. (4) All liabilities of the FSB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September 30, 2003, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code). No actuarial assumptions have been changed since the last written report of actuaries on such FSB Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB and First Bank have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred with respect to any of the FSB Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB GFB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank would be liable after September 30, 2003, except as is reflected on the FSB Financial Statements. As of December 31, 2003, FSB and First Bank had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.the

Employee Matters and ERISA. (1) Except Xxxxxx as may be disclosed in the Disclosure Schedule, neither FSB MFC nor First Bank any of its Subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB MFC or First Bank any of its Subsidiaries and to the knowledge of FSB MFC there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB MFC or First Bankany of its Subsidiaries. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB MFC and First Bank its Subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB MFC nor First Bank any of its Subsidiaries is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB MFC or First Bank any Subsidiary pending or, to the knowledge of FSBMFC, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBMFC, threatened against or directly affecting FSB MFC or First Bankany Subsidiary; and (iv) neither FSB MFC nor First Bank any Subsidiary has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3) Except as may be disclosed in the Disclosure Schedule, neither FSB MFC nor First Bank any Subsidiary maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB MFC or First Bank any Subsidiary (the "FSB MFC Employee Plans"). To the knowledge of FSBMFC, no present or former employee of FSB MFC or First Bank any Subsidiary has been charged with breaching nor has breached a fiduciary duty under any of the FSB MFC Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB MFC nor First Bank any of its Subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer plan. Except as may be disclosed in the Disclosure Schedule, neither FSB MFC nor First Bank any Subsidiary maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB MFC or First Bankany Subsidiary. FSB MFC has provided to Lincoln UCB a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB MFC has also provided to LincolnUCB, with respect to each such plan or program to the extent available to FSBMFC, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreements. (4) All liabilities of the FSB MFC Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB MFC Employee Plan, at the end of any plan year, or at September 30March 31, 20032001, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB MFC Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB MFC Financial Statements, FSB MFC and First Bank its Subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December March 31, 20032001. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred with respect to any of the FSB MFC Employee Plans, whether or not waived, nor does FSB MFC or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB MFC or by any person which may be aggregated with FSB MFC for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB MFC Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB MFC threatened or imminent with respect to any FSB MFC Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB MFC or First Bank any of its Subsidiaries would be liable after September 30March 31, 20032001, except as is reflected on the FSB MFC Financial Statements. As of December March 31, 20032001, FSB MFC and First Bank its Subsidiaries had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB MFC Employee Plan. All FSB MFC Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1a) Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Alliance nor First Alliance Bank has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Alliance or First Bank Alliance Bank, and to the knowledge of FSB there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Alliance or First Alliance Bank. (2b) Except as may be disclosed set forth in Section 2.13(b) of the Disclosure Schedule, (i) FSB Alliance and First Alliance Bank are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Alliance nor First Alliance Bank is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB Alliance or First Alliance Bank pending or, to the knowledge of FSB, or threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSB, or threatened against or directly affecting FSB Alliance or First Alliance Bank; and (iv) neither FSB Alliance nor First Alliance Bank has experienced any material work stoppage or other such material labor difficulty during the past five (5) years. (3c) Except as may be disclosed in Section 2.13(c) of the Disclosure Schedule, neither FSB Alliance nor First Alliance Bank maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB Alliance or First Alliance Bank (the "FSB Employee PlansEMPLOYEE PLANS"). To the knowledge of FSB, no No present or former employee of FSB Alliance or First Alliance Bank has been charged with breaching nor has breached a fiduciary duty under any of the FSB Employee Plans. Except as may be disclosed in Section 2.13(c) of the Disclosure Schedule, neither FSB Alliance nor First Alliance Bank participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 12 under, any multiemployer plan. Except as may be disclosed in Section 2.13(c) of the Disclosure Schedule, neither FSB Alliance nor First Alliance Bank maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB Alliance or First Alliance Bank. FSB Alliance has provided to Lincoln Horizon a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description thereforSchedule. FSB Alliance has also provided to LincolnHorizon, with respect to each such plan or program to the extent available to FSBAlliance, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, and (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreements. (4d) All liabilities of the FSB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September 30, 20032004, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code). No actuarial assumptions have been changed since the last written report of actuaries on such FSB Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Alliance Financial Statements, FSB Alliance and First Alliance Bank have no contingent or actual liabilities under Title IV of ERISA as of December 31September 30, 20032004. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred with respect to any of the FSB Employee Plans, whether or not waived, nor does FSB Alliance or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB Alliance or by any person which may be aggregated with FSB Alliance for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, pending or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB Alliance or First Alliance Bank would be liable after September 30, 20032004, except as is reflected on the FSB Alliance Financial Statements. As of December 31September 30, 20032004, FSB Alliance and First Alliance Bank had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1a) Except as may be disclosed in the Disclosure Schedule, neither FSB Neither Heartland nor First Bank any of its subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB Heartland or First Bank any of its subsidiaries and to the knowledge of FSB Heartland there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB Heartland or First Bankany of its subsidiaries. (2b) Except as may be disclosed set forth in Section 2.11(b) of the Disclosure Schedule, (i) FSB Heartland and First Bank its subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Heartland nor First Bank any of its subsidiaries is engaged in any unfair labor practice; , (ii) there is no unfair labor practice complaint against FSB Heartland or First Bank any of its subsidiaries pending or, to the knowledge of FSBHeartland, threatened before the National Labor Relations Board; , (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBHeartland, threatened against or directly affecting FSB Heartland or First Bank; any of its subsidiaries, and (iv) neither FSB Heartland nor First Bank any of its subsidiaries has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3c) Except as may be disclosed in Section 2.11(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to or participates in or has any liability under any Schedule describes each employee benefit plansplan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any and each nonqualified employee benefit plans or plan, deferred compensation, bonus, stock or and incentive plansplan, or and each other employee benefit or and fringe benefit programs program for the benefit of former or current employees of Heartland or directors (or their beneficiaries or dependents) of FSB or First Bank its subsidiaries (the "FSB Heartland Employee Plans")) which Heartland and its subsidiaries maintain, contribute to or participate in or have any liability under. To the knowledge of FSB, no No present or former employee of FSB Heartland or First Bank any of its subsidiaries has been charged with breaching nor breaching, or to the knowledge of Heartland has breached breached, a fiduciary duty under any of the FSB Heartland Employee Plans. Except as may be disclosed set forth in Section 2.11(c) of the Disclosure Schedule, neither FSB Heartland nor First Bank any of its subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer planplan (as defined at Section 3(37) of ERISA). Except as may be disclosed in Section 2.11(c) of the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to, or participates in, any plan Schedule describes all plans that provides provide health, major medical, disability or life insurance benefits to former employees of Heartland or directors its subsidiaries that Heartland and its subsidiaries maintain, contribute to, or participate in. (d) Neither Heartland nor any of FSB its subsidiaries maintain, nor have any of them maintained for the past ten years, any Heartland Employee Plans subject to Title IV of ERISA or First BankSection 412 of the Code. FSB No reportable event (as defined in Section 4043 of ERISA) has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, occurred with respect to each such plan or program any Heartland Employee Plans as to the extent available which a notice would be required to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report be filed with the IRS, (ix) registration statements on Form S-8 and prospectusesPension Benefit Guaranty Corporation. No claim is pending, and Heartland has not received notice of any threatened or imminent claim with respect to any Heartland Employee Plan (xother than a routine claim for benefits for which plan administrative review procedures have not been exhausted) trust agreements. (4) for which Heartland or its subsidiaries would be liable after December 31, 1997, except as reflected on the Heartland Financial Statements. All liabilities of the FSB Heartland Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Heartland Employee Plan, at the end of any plan year, or at September 30December 31, 20031997, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB Heartland Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB Financial Statements, FSB Heartland and First Bank its subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003ERISA. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB Heartland Employee Plans, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB or First Bank would be liable after September 30, 2003, except as is reflected on the FSB Financial Statements. As of After December 31, 20031997, FSB Heartland and First Bank had no liability its subsidiaries do not have any liabilities for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Heartland Employee Plan. All FSB Except as set forth in Section 2.11(d) of the Disclosure Schedule, all Heartland Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISAERISA and the Code. (e) Except as set forth in Section 2.11(e) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events) would (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or employee of Heartland or any of its affiliates from Heartland or any of its affiliates under any Heartland Employee Plan or otherwise, (ii) increase any benefits otherwise payable under any Heartland Employee Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefits. (f) Copies of each Heartland Employee Plan described in Section 2.11(c) of the Disclosure Schedule, and all amendments or supplements thereto, have been previously made available to Banterra by Heartland. Section 2.11(f) of the Disclosure Schedule lists, for each Heartland Employee Plan, all of the following with respect thereto: (i) summary plan descriptions, (ii) lists of all current participants and all participants with benefit entitlements, (iii) contracts relating to plan documents, (iv) actuarial valuations for any defined benefit plan, (v) valuations for any plan as of the most recent date, (vi) determination letters from the I.R.S., (vii) the most recent annual report filed with the I.R.S., (viii) registration statements and prospectuses, and (ix) trust agreements. Copies of each of the documents described in the preceding sentence have been previously made available to Banterra by Heartland.

Employee Matters and ERISA. (1a) Except as may be disclosed in Section 2.13(a) of the Disclosure Schedule, neither FSB Hillside, Bank nor First any Bank Subsidiary has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB or First Bank their employees, and to the best of the knowledge of FSB the CIB Parties, there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB or First Banktheir employees. (2b) Except as may be disclosed in the Disclosure Schedule, (i) FSB Hillside, Bank and First the Bank are and Subsidiaries have been and are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB Hillside, Bank nor First any Bank Subsidiary is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB Hillside, Bank or First any Bank Subsidiary (or against CIB Marine with respect to any employee of Hillside, Bank or a Bank Subsidiary) pending or, to the best of the knowledge of FSBthe CIB Parties, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the best of the knowledge of FSBthe CIB Parties, threatened against or directly affecting FSB Hillside, Bank or First Bankany Bank Subsidiary; and (iv) neither FSB Hillside, Bank nor First any Bank Subsidiary has experienced any work stoppage or other such material labor difficulty during the past five (5) years. (3c) Except as may be disclosed in Section 2.13(c) of the Disclosure Schedule, neither FSB Hillside, Bank nor First any Bank Subsidiary maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB or First Bank (the "FSB Employee Plans")Plan. To the best of the knowledge of FSBthe CIB Parties, no present or former employee of FSB Hillside, Bank or First any Bank Subsidiary has been charged with breaching nor or has breached a fiduciary duty under any of the FSB Employee PlansPlan. Except as may be disclosed in the Disclosure ScheduleNeither Hillside, neither FSB Bank nor First any Bank Subsidiary participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, under any Employee Plan subject to Section 302 of Title IV of ERISA or Section 412 of the Code, or any multiemployer planplan (as defined at Section 3(37) of ERISA). Except as may be separately disclosed in Section 2.13(c) of the Disclosure Schedule, neither FSB Hillside, Bank nor First any Bank Subsidiary maintains, contributes to, or participates in, in any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB or First Bank. FSB has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreementsEmployee Plan. (4d) All Except as disclosed in Section 2.13(a) of the Disclosure Schedule, all liabilities of the FSB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB Employee Plan, at the end of any plan year, or at September June 30, 20032004, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB the Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on reflected in the FSB Bank Financial Statements, FSB Bank and First the Bank Subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December 31, 2003ERISA. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB Employee PlansPlan, whether or not waived, nor does FSB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB or by any person which may be aggregated with FSB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB Employee Plans Plan as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB threatened or imminent with respect to any FSB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB Hillside, Bank or First any Bank Subsidiary would be liable after September 30, 2003liable, except as is reflected on in the FSB Bank Financial Statements. As of December 31Hillside, 2003, FSB Bank and First the Bank had Subsidiaries have no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB Employee Plan. All FSB Employee Plans have in all material respects been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.

Employee Matters and ERISA. (1) Except as may be disclosed in the Disclosure Schedule, neither FSB UCB nor First Bank any of its Subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB UCB or First Bank any of its Subsidiaries and to the knowledge of FSB UCB there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB UCB or First Bankany of its Subsidiaries. (2) Except as may be disclosed in the Disclosure Schedule, (i) FSB UCB and First Bank its Subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB UCB nor First Bank any of its Subsidiaries is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB MFC or First Bank any Subsidiary pending or, to the knowledge of FSBUCB, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSBUCB, threatened against or directly affecting FSB UCB or First Bankany Subsidiary; and (iv) neither FSB UCB nor First Bank any Subsidiary has experienced any work stoppage or other such labor difficulty during the past five (5) years. (3) Except as may be disclosed in the Disclosure Schedule, neither FSB UCB nor First Bank any Subsidiary maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB UCB or First Bank any Subsidiary (the "FSB UCB Employee Plans"). To the knowledge of FSBUCB, no present or former employee of FSB UCB or First Bank any Subsidiary has been charged with breaching nor has breached a fiduciary duty under any of the FSB UCB Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB UCB nor First Bank any of its Subsidiaries participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer plan. Except as may be disclosed in the Disclosure Schedule, neither FSB UCB nor First Bank any Subsidiary maintains, contributes to, or participates in, any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of FSB UCB or First Bank. FSB has provided to Lincoln a true, accurate and complete copy of each written plan or program disclosed in the Disclosure Schedule or a summary plan description therefor. FSB has also provided to Lincoln, with respect to each such plan or program to the extent available to FSB, all (i) amendments or supplements thereto, (ii) summary plan descriptions, (iii) descriptions of all current participants in such plans and programs and all participants with benefit entitlements under such plans and programs, (iv) contracts relating to plan documents, (v) actuarial valuations for any defined benefit plan, (vi) valuations for any plan as of the most recent date, (vii) determination letters from the IRS, (viii) the most recent annual report filed with the IRS, (ix) registration statements on Form S-8 and prospectuses, and (x) trust agreementsSubsidiary. (4) All liabilities of the FSB UCB Employee Plans have been funded on the basis of consistent methods in accordance with sound actuarial assumptions and practices, and no FSB UCB Employee Plan, at the end of any plan year, or at September 30March 31, 20032001, had or has had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code)deficiency. No actuarial assumptions have been changed since the last written report of actuaries on such FSB UCB Employee Plans. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course. Except as may be noted on the FSB UCB Financial Statements, FSB UCB and First Bank its Subsidiaries have no contingent or actual liabilities under Title IV of ERISA as of December March 31, 20032001. No accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code Code) has been incurred with respect to any of the FSB UCB Employee Plans, whether or not waived, nor does FSB UCB or any of its affiliates have any liability or potential liability as a result of the underfunding of, or termination of, or withdrawal from, any plan by FSB UCB or by any person which may be aggregated with FSB UCB for purposes of Section 412 of the Code. No reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any of the FSB UCB Employee Plans as to which a notice would be required to be filed with the Pension Benefit Guaranty Corporation. No claim is pending, or to the knowledge of FSB UCB threatened or imminent with respect to any FSB UCB Employee Plan (other than a routine claim for benefits for which plan administrative review procedures have not been exhausted) for which FSB UCB or First Bank any of its Subsidiaries would be liable after September 30March 31, 20032001, except as is reflected on the FSB UCB Financial Statements. As of December March 31, 20032001, FSB UCB and First Bank its Subsidiaries had no liability for excise taxes under Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of ERISA with respect to any FSB UCB Employee Plan. All FSB UCB Employee Plans have been operated, administered and maintained in accordance with the terms thereof and in material compliance with the requirements of all applicable laws, including, without limitation, ERISA.