Common use of Exchange Procedures; Surrender of Certificates Clause in Contracts

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor in interest) shall act as the Paying Agent in the Merger (the “Paying Agent”). (b) As soon as practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent shall mail to each holder of record as of the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying Agent, together with such properly completed and executed Transmittal Materials, the holder of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further information. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof pursuant to this Agreement. (d) Neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC and the Paying Agent shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department Old National shall appoint an agent for accepting on behalf of PCBNA (or any successor Old National the surrender of Certificates formerly representing St. Jxxxxx Common in interest) shall act as exchange for payment of the Paying Agent in Merger Consideration pursuant to the Merger (the “Paying Exchange Agent”). (b) On or prior to the Closing Date, Old National shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of record of the Certificates (each a “Holder”; and collectively, “Holders”) upon the surrender of such Certificates in accordance with this Article I, the aggregate amount of cash payable hereunder as Merger Consideration (without any interest thereon) (the “Exchange Fund”). (c) As soon promptly as practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent Old National shall mail send or cause to be sent to each holder of record as of Holder, transmittal materials for use in exchanging such Holder’s Certificates for the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) a letter of transmittal Merger Consideration per share (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent). Old National shall cause the Merger Consideration which such Holder shall be entitled to receive to be paid to such Holder upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying Exchange Agent, together with the transmittal materials, duly executed and completed in accordance with the instructions thereto. No interest will accrue or be paid on any such properly completed and executed Transmittal Materials, cash to be paid upon such delivery. If any cash payment is to be made in a name other than that in which the holder of such Certificate shall be entitled to receive from the Paying Agent surrendered in exchange therefor is registered, it shall be a condition of such payment that the Per Share ConsiderationPerson requesting such payment shall pay any transfer or other taxes required by reason of the making of such cash payment in a name other than that of the registered Holder of the Certificate surrendered, in or shall establish to the amount set forth in Section 1.05(a) satisfaction of Old National and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Exchange Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete any such taxes have been paid or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further information. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof pursuant to this Agreementapplicable. (d) Neither Notwithstanding the Paying Agent foregoing, neither of the Exchange Agent, any of the parties hereto nor any other party to this Agreement of their respective Subsidiaries shall be liable to any holder of any Certificates former Holder for any amount paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws. Laws. “Law” shall mean any code, law (e) PCBC and the Paying Agent shall be entitled including common law), ordinance, regulation, rule, or statute applicable to rely upon the stock transfer books of PCCI to establish the identity of a Person or its assets, liabilities, or business, including those persons entitled to receive consideration specified in this Agreementpromulgated, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented interpreted, or enforced by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims theretoGovernmental Authority.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor in interest) Mercantile Bank shall act as the Paying Exchange Agent in the Merger (the “Paying "Exchange Agent”"). At or before the Effective Time, Banterra shall deposit, or shall cause to be deposited, with the Exchange Agent a sum of cash equal to the aggregate Stock Consideration and the aggregate Option Consideration. (b) As soon as reasonably practicable after the Effective Time, and but in no event later than five (5) business days thereafterafter the Closing Date, the Paying Exchange Agent shall mail to each record holder of record any Stock Certificate or Option Certificate whose shares or options were converted into the right to receive the Stock Consideration or the Option Consideration, as of the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereofcase may be, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates or Option Certificates shall pass, only upon proper delivery of the Stock Certificates or Option Certificates to the Paying AgentExchange Agent and shall be in such form and have such other provisions as Banterra may reasonably specify) (each such letter, the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Stock Certificates or Option Certificates in exchange for the Per Share Stock Consideration into which or Option Consideration, as the shares case may be. Upon surrender to the Exchange Agent of PCCI Common a Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying AgentOption Certificate, together with such properly completed a Merger Letter of Transmittal duly executed and executed Transmittal Materialsany other required documents, the holder of such Stock Certificate or Option Certificate shall be entitled to receive from the Paying Agent in exchange therefor solely the Per Share Stock Consideration or the Option Consideration, in as the amount set forth in Section 1.05(a) and case may be. No interest on the Certificate so surrendered shall forthwith be canceled. Promptly following receipt Stock Consideration or Option Consideration issuable upon the surrender of the Transmittal MaterialsStock Certificates or Option Certificates shall be paid or accrued for the benefit of holders of Stock Certificates or Option Certificates. If the Stock Consideration is to be issued to a person other than a person in whose name a surrendered Stock Certificate is registered, it shall be a condition of issuance that the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Stock Certificate shall be deemed properly endorsed or otherwise in proper form for all purposes, subject only transfer and that the person requesting such issuance shall pay to Section 262 the Exchange Agent any required transfer taxes or other taxes or establish to the satisfaction of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Exchange Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete such tax has been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) In the event that any Stock Certificate or Option Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder person claiming such Stock Certificate or Option Certificate to be lost, stolen or destroyed and, if required by PCBC Banterra in its sole discretion, the posting by such person of a bond in such amount as PCBC Banterra may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Stock Certificate or Option Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Stock Consideration or Option Consideration deliverable in respect thereof pursuant to this Agreementhereto. (d) Neither At or after the Paying Agent nor any other party to this Agreement Effective Time there shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC and the Paying Agent shall be entitled to rely upon no transfers on the stock transfer books of PCCI to establish Heartland of any shares of Heartland Common. If, after the identity of those persons entitled to receive consideration specified in this AgreementEffective Time, which books Stock Certificates are presented for transfer, they shall be conclusive with respect thereto. In cancelled and exchanged for the event of a dispute with respect Stock Consideration as provided in, and subject to ownership of stock represented by any Certificatethe provisions of, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims theretothis Section 1.09.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department GABC shall appoint an exchange agent for the surrender of PCBNA Certificates formerly representing RVB Common in exchange for the Merger Consideration, which may be a third party, GABC or German American (or any successor in interest) shall act such agent is referred to herein as the Paying Agent in the Merger (the “Paying Exchange Agent”). (b) As soon as practicable after the Effective Time, and in no event later than Within five (5) business days thereafter, after the Paying Agent shall mail to each holder of record as of date on which the Effective Time occurs, the Exchange Agent shall provide to each record holder of one any Certificate or more Certificates (as indicated on whose shares were converted into the stockholders’ list right to be delivered to Paying Agent in accordance with Section 2.02(i) hereofreceive a pro rata portion of the Merger Consideration, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates to the Paying AgentExchange Agent and shall be in such form and have such other provisions as GABC may reasonably specify) (each such letter the “Merger Letter of Transmittal”) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. As soon as reasonably practical after surrender to the Exchange Agent of a Certificate(s), together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to such surrendering Certificate holder the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration into which payable or issuable upon the shares surrender of PCCI Common Stock represented by such Certificate or the Certificates shall have been converted pursuant to this Agreement and be paid or accrued for the benefit of holders of Certificates. If the Merger Agreement (Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the “Transmittal Materials”). (i) Promptly after receipt surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the Exchange Agent that such Transmittal Materials, tax has been paid or is not applicable. GABC reserves the Paying Agent shall review right in all cases to require that a surety bond on terms and in an amount satisfactory to GABC be provided to GABC at the Transmittal Materials expense of the RVB shareholder in order to verify proper completion and execution thereof. (ii) Upon proper surrender the event that such shareholder claims loss of a Certificate and requests that GABC waive the requirement for exchange and cancellation to the Paying Agent, together with such properly completed and executed Transmittal Materials, the holder surrender of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationCertificate. (c) In No dividends that are otherwise payable on shares of GABC Common constituting the event that Merger Consideration shall be paid to persons entitled to receive such shares of GABC Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of GABC Common shall be issued any Certificate dividends which shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it become payable with respect to such Certificateshares of GABC Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof pursuant to this Agreement. (d) Neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC Effective Time and the Paying Agent shall be entitled to rely upon the stock transfer books time of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims theretosuch surrender.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department A. Each previous holder of PCBNA (or any successor in interest) shall act as the Paying Agent a Certificate that has surrendered such Certificate together with duly executed transmittal materials included in the Merger (Election Form to Interchange or, at the “Paying Agent”). (b) As soon as practicable after the Effective Time, and in no event later than five (5) business days thereafterelection of Interchange, the Paying Agent shall mail Exchange Agent, pursuant to each holder Section 1.07 will, upon acceptance thereof by Interchange or the Exchange Agent, be entitled to a certificate or certificates representing the number of record as full shares of the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration Interchange Stock and/or cash into which the shares of PCCI Common Stock represented by such Certificate or Certificates so surrendered shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”)any distribution theretofore declared and not yet paid with respect to such shares of Interchange Stock, without interest. (i) Promptly after receipt B. Interchange or, at the election of such Transmittal MaterialsInterchange, the Paying Exchange Agent shall review accept Certificates upon compliance with such reasonable terms and conditions as Interchange or the Transmittal Materials Exchange Agent may impose to effect an orderly exchange thereof in order to verify proper completion and execution thereofaccordance with customary exchange practices. Certificates shall be appropriately endorsed or accompanied by such instruments of transfer as Interchange or the Exchange Agent may reasonably require. (ii) Upon proper surrender of a C. Each outstanding Certificate for exchange and cancellation shall, until duly surrendered to Interchange or the Paying Exchange Agent, together with such properly completed and executed Transmittal Materials, the holder of such Certificate shall be entitled deemed to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt evidence ownership of the Transmittal Materials, consideration into which the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt stock previously represented by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further information. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof converted pursuant to this Agreement. (d) Neither D. After the Paying Agent nor any other party Effective Time, holders of Certificates shall cease to this Agreement have rights with respect to the stock previously represented by such Certificates, and their sole rights shall be liable to exchange such Certificates for the consideration provided for in this Agreement. After the Effective Time, there shall be no further transfer on the records of BVB of Certificates, and if such Certificates are presented to BVB for transfer, they shall be cancelled against delivery of the consideration provided therefor in this Agreement. Interchange shall not be obligated to deliver the consideration to which any former holder of any BVB Stock is entitled as a result of the Merger until such holder surrenders the Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawsas provided herein. E. Certificates surrendered for exchange by any person constituting an "affiliate" of BVB for purposes of Rule 145 of the Securities Act of 1933, as amended (e) PCBC together with the rules and regulations thereunder, the "Securities Act"), shall not be exchanged for certificates representing Interchange Stock until Interchange has received a written agreement from such person in the form attached as Exhibit B. F. Interchange and the Paying Exchange Agent shall be entitled to rely upon the stock transfer books of PCCI BVB to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC Interchange and the Paying Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. G. In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall deliver, in exchange for such lost, stolen or destroyed Certificate, the consideration provided for in this Agreement. H. If any certificate representing shares of Interchange Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Interchange Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. I. Notwithstanding the foregoing, neither the Exchange Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar laws. J. No dividends or other distributions of any kind which are declared payable to the shareholders of record of Interchange after the Effective Time shall be paid to persons entitled to receive such certificates for Interchange Stock until such persons surrender their Certificates. Upon surrender of such Certificates, the holder thereof shall be paid, without interest, any dividends or other distributions with respect to the Interchange Stock as to which the record date and payment date occurred on or after the Effective Date and before the date of surrender, subject to Section 1.08.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor As noted in interest) Section 1.5 above, Wilshire Bank shall act as the Paying Exchange Agent in the Merger. On or before the Closing Date, the Acquiror shall deliver to the Exchange Agent an amount in immediately available funds equal to the Merger (the “Paying Agent”)Consideration. (b) As soon as practicable after At least 10 days before the Effective Time, Time (unless Acquiror and in no event the Bank mutually agree to a later than five (5) business days thereafterdate), the Paying Exchange Agent shall mail to each holder of record Shareholder as of the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) that date a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration into which the shares of PCCI Bank Common Stock represented by such Certificate or Certificates Certificate(s) shall have been converted pursuant to this Agreement and the Merger Agreement (collectively, the “Transmittal Materials”). The form and substance of the Transmittal Materials are to be acceptable to the Acquiror and the Bank before they are mailed to the Shareholders. No interest will be paid or accrued on the Merger Consideration. (i) Promptly after receipt of such Transmittal Materials, the Paying Exchange Agent shall provide copies of the Transmittal Materials to the Acquiror, which shall review the Transmittal Materials in order to verify proper completion and execution thereof. Subject to the terms of this Agreement, the Acquiror shall have the discretion to determine whether the Transmittal Materials have been properly or timely submitted and to disregard immaterial defects in the Transmittal Materials, and any such decisions of the Acquiror regarding such matters shall be binding and conclusive. Neither the Acquiror nor the Exchange Agent shall be under any obligation to notify any person of any defect in the Transmittal Materials but shall use reasonable efforts to do so in accordance with its customary procedures with respect to curing such deficiencies. A failure by the Acquiror or the Exchange Agent to notify the presenter of such certificate of defects shall not constitute a breach of this Agreement or provide any affected person with any cause of action against the Acquiror or the Exchange Agent. (ii) Upon proper After the later of the Effective Time or 5 days after surrender of a Certificate for exchange and cancellation to the Paying Exchange Agent, together with such properly completed and executed Transmittal Materials, the holder Acquiror shall cause the Exchange to pay to the Shareholder the Merger Consideration multiplied by the number of shares of Bank Common Stock represented by such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share ConsiderationCertificate, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying The Exchange Agent shall forward pay the Per Share Merger Consideration on the date on which the Effective Time occurs to each PCCI Stockholder who has any Shareholder from whom properly surrendered the completed and executed Transmittal Materials are received at least 5 days before the Effective Time. Any Shareholder may elect to have the Paying Agentamounts to be paid hereunder paid by means of a check or multiple checks, or by deposit for immediate credit into the Shareholder’s account or accounts at the Bank or by wire transfer to an account or accounts designated in writing by the Shareholder. Until After the Effective Time and until so surrendered, each Certificate shall be deemed for all purposes, subject only to NJSA Section 262 of the DGCL17:9A-140, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05Merger Consideration. (iii) PCCI Stockholders The Shareholders shall be entitled to receive their Per Share Merger Consideration only following after receipt by the Paying Exchange Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further information. (c) In the event that If any Certificate shall have has been lost, stolen or destroyed, upon the making delivery of an affidavit of that fact lost certificate and indemnification agreement in a form reasonably acceptable to the Acquiror by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed Shareholder and, if required by PCBC the Acquiror in its sole discretion, the posting by such person Shareholder of a surety bond in such amount as PCBC the Acquiror may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such that Certificate, the Paying Exchange Agent shall issue pay the Merger Consideration in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof pursuant to this AgreementCertificate. (d) Neither the Paying Agent nor any other party to this Agreement shall No one will be liable to any holder of any Certificates Shareholder for any amount paid to a public official pursuant to under any applicable abandoned property, escheat or similar laws. (e) PCBC and After the Paying Agent Effective Time, there shall be entitled to rely upon no transfers on the stock transfer books of PCCI the Bank of the shares of Bank Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for Merger Consideration as determined in accordance with this Agreement. (f) The Acquiror and the Exchange Agent are entitled to conclusively rely upon the share transfer books of the Bank to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect theretothe Merger Consideration. In the event of If a dispute arises with respect to ownership of stock represented by any Certificate, PCBC and the Paying Agent shall be who is entitled to receive the Merger Consideration, the Acquiror or the Exchange Agent may deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department Bank of PCBNA (New York, or any successor in interest) other entity mutually satisfactory to Chaparral and BOKF, shall act as the Paying Agent paying agent in the Merger (the “"Paying Agent”"). Immediately after the Effective Time, BOKF will cause Chaparral, as the surviving corporation, to furnish the Paying Agent a corpus consisting of cash and BOKF Notes sufficient in the aggregate for the Paying Agent to make full payment of the Closing Consideration to the holders of all outstanding shares of Chaparral Common (other than Dissenting Shares). (b) As soon as practicable after At least twenty (20) days prior to the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent shall mail mail, without any further action on the part of BOKF or Chaparral, to each record holder of record as the Certificates, addressed to the most current address of such shareholders according to the Effective Time records of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereofChaparral, each a “PCCI Stockholder”) a letter of transmittal (which and instructions) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each such letter (the "Merger Transmittal Letter") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent and shall be in such form and have such other provisions as BOKF may reasonably specify. If a holder of the Chaparral Common surrenders the Certificates representing shares of such stock and a properly executed Merger Transmittal Letter to the Paying Agent at least three (3) business days prior to the Closing Date, then on the Closing Date, the Paying Agent shall pay to such shareholder the Closing Consideration with respect to such shares of Chaparral Common. If a holder of the Chaparral Common surrenders the Certificates representing shares of such stock and instructions for use a properly executed Merger Transmittal Letter to the Paying Agent at any time after three (3) business days prior to the Closing Date, then promptly, and in effecting no event later than three (3) business days after receipt of such Certificates and Merger Transmittal Letter, the Paying Agent shall pay to such shareholder the Closing Consideration with respect to such shares of Chaparral Common. No interest on the Closing Consideration issuable upon the surrender of the Certificates in exchange shall be paid or accrued for the Per Share Consideration into which benefit of holders of Certificates (other than any interest on the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and BOKF Notes in accordance with their terms). If the Merger Agreement (Consideration is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the “Transmittal Materials”). (i) Promptly after receipt of surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such Transmittal Materials, issuance shall pay to the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation any required transfer or other taxes or establish to the Paying Agent, together with such properly completed and executed Transmittal Materials, the holder satisfaction of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who that such tax has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) With respect to any shares of Chaparral Common that are acquired as a result of the exercise of the Stock Options, the purchase price for such shares under the Stock Options shall be subtracted from or "netted-out" of the Merger Consideration to be paid such shareholders in order to provide for a cashless exercise of the Stock Options. That is, upon the exercise of the Stock Options such option holder shall not be required to pay Chaparral the purchase price specified in the Stock Options, but such amount shall be deducted from the amount of Merger Consideration that would otherwise have been paid to such option holder. (d) After the Effective Time, there shall be no further registration or transfers on the records of Chaparral of outstanding certificates formerly representing shares of Chaparral Common and, if a certificate formerly representing such shares is presented to Chaparral or BOKF, it shall be forwarded to the Paying Agent for cancellation and exchange for the Merger Consideration. (e) All Merger Consideration paid upon the surrender of Chaparral Common in accordance with the above terms and conditions shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Chaparral Common. (f) In the event that any Certificate certificate for Chaparral Common shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share certificate, such Merger Consideration deliverable in respect thereof as may be required pursuant to this Agreement; provided, however, that BOKF may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to deliver an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to BOKF. (dg) Neither At any time following six months after the Effective Time, BOKF shall be entitled to terminate the Paying Agent nor any other party to this Agreement relationship, and thereafter holders of Certificates shall be liable entitled to any holder of any Certificates for any amount paid look only to a public official pursuant BOKF (subject to any applicable abandoned property, escheat or other similar laws. (e) PCBC and the Paying Agent shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership the Closing Consideration payable upon surrender of stock represented by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims theretotheir Certificates.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA Prior to the Effective Time, First Banks shall designate a national bank or trust company (or any successor in interestwhich shall be reasonably acceptable to Coast) shall to act as agent for the Paying Agent holders of shares of Coast Stock in connection with the Merger (the “Paying Agent”) and to receive the funds to which holders of shares of Coast Stock shall become entitled pursuant to Section 1.03(a). At or prior to the Closing Date, First Banks shall deposit with the Paying Agent, for exchange, in accordance with this Section 1.07, an amount of cash sufficient to pay the Per Share Merger Price on all outstanding shares of Coast Stock (“Aggregate Merger Consideration”). Such deposited funds shall be referenced to herein as the “Exchange Fund.” Notwithstanding the foregoing, the Exchange Fund shall be invested by the Paying Agent as directed by First Banks or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Coast Stock; provided, that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). Earnings from such investments shall be the sole and exclusive property of First Banks and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of the Coast Stock. (b) As soon as practicable Promptly, but in no event more than ten (10) business days after the Effective Time, and in no event later than five (5) business days thereafter, First Banks shall cause the Paying Agent shall to mail to each record holder of record as shares of the Effective Time of one or more Certificates Coast Stock (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”i) a letter of transmittal in customary form reasonably satisfactory to Coast (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing shares of Coast Stock (“Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates certificates in exchange for payment of the Per Share Consideration into which Merger Price. After the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal MaterialsEffective Time, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper upon surrender of a Certificate for exchange and cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by First Banks, together with such transmittal materials, properly completed and executed Transmittal Materialsduly executed, the holder of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share ConsiderationMerger Price for each share of Coast Stock formerly represented by such Certificate or Certificates, and the Certificate or Certificates so surrendered shall forthwith be cancelled, and the holder of such Certificate shall be paid promptly in exchange therefor cash in an amount equal to the amount set forth aggregate Per Share Merger Price that such holder has the right to receive pursuant to the provisions hereof. If payment of the Per Share Merger Price is to be made to a person other than the person in Section 1.05(awhose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt properly endorsed or shall be otherwise in proper form for transfer and (y) the person requesting such payment shall have paid any transfer and other taxes required by reason of the Transmittal Materials, the Paying Agent shall forward payment of the Per Share Consideration Merger Price to each PCCI Stockholder who has properly a person other than the registered holder of the Certificate surrendered the Transmittal Materials or shall have established to the Paying Agentsatisfaction of the Surviving Corporation that such tax either has been paid or is not required to be paid. Until so surrenderedsurrendered as contemplated by this Section 1.07(b), each Certificate neither First Banks nor the Surviving Corporation shall be deemed for all purposes, subject only obligated to Section 262 of the DGCL, to evidence solely the right to receive deliver the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled Merger Price to receive their Per Share Consideration only following receipt by the Paying Agent holder of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly shares of the need for further informationCoast Stock. (c) In the event that If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in a form reasonably satisfactory to First Banks) of that fact by the PCCI Stockholder person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required the Paying Agent will issue, in each case, in exchange for such affidavit, the appropriate amount of Per Share Merger Price deliverable in respect thereof as determined in accordance with Section 1.03(a); provided, that the person to whom the Per Share Merger Price is paid shall, as a condition precedent to the payment thereof, upon the request of First Banks or the Surviving Corporation, indemnify the Surviving Corporation and First Banks in a manner reasonably satisfactory to them (by PCBC in its sole discretion, the posting by such person of a such bond in such amount and security as PCBC the Surviving Corporation and First Banks may determine is reasonably necessary as indemnity request) against any claim that may be made against it the Surviving Corporation and First Banks with respect to such Certificate, the Paying Agent shall issue in exchange for such Certificate claimed to have been lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof pursuant to this Agreementdestroyed. (d) Neither Subject to applicable law, any portion of the Exchange Fund (including the proceeds of any investments thereof) which had been made available to the Paying Agent nor any other party pursuant to Section 1.07(b) of this Agreement that remain unclaimed by the former stockholders of Coast for one year after the Effective Time shall be paid to First Banks. Any former stockholders of Coast who have not theretofore complied with this Section 1.07 shall thereafter look only to First Banks (subject to abandoned property, escheat or similar laws) for payment of the Per Share Merger Price, without any interest thereon. Any other provision of this Agreement notwithstanding, none of First Banks, Newco, Coast, the Bank, the Surviving Corporation, or the Paying Agent shall be liable to any a holder of any Certificates the Coast Stock for any amount paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat escheat, or similar laws. (e) PCBC and law. Any amounts remaining unclaimed by any holder of Coast Stock immediately prior to the Paying Agent shall be entitled time when such amounts would otherwise escheat to rely upon or become the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event property of a dispute with respect federal, state, or local government authority or court or administrative or regulatory agency, shall, to ownership the extent permitted by law, become the property of stock represented by First Banks, free and clear of all claims or interest of any Certificate, PCBC and the Paying Agent shall be person previously entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department Citizens National Bank of PCBNA (or any successor in interest) Evansville shall act as the Paying Exchange Agent in the Merger (the “Paying "Exchange Agent”"). (b) As soon as reasonably practicable after the Effective Time, and but in no event later than five ten (510) business days thereafterafter the Closing Date, the Paying Exchange Agent shall mail to each record holder of record as of any Certificate or Certificates whose shares were converted into the Effective Time of one or more Certificates (as indicated on right to receive the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereofMerger Consideration, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentExchange Agent and shall be in such form and have such other provisions as CNB may reasonably specify) (each such letter, the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which Merger Consideration. Upon surrender to the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Exchange Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying AgentCertificate, together with such properly completed a Merger Letter of Transmittal duly executed and executed Transmittal Materialsany other required documents, the holder of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor solely the Per Share Merger Consideration, in plus dividends paid with respect to the amount set forth Merger Consideration having a record date after the Effective Time as provided in Section 1.05(a1.08(d) and hereof. No interest on the Certificate so surrendered shall forthwith be canceled. Promptly following receipt Merger Consideration issuable upon the surrender of the Transmittal MaterialsCertificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed properly endorsed or otherwise in proper form for all purposes, subject only transfer and that the person requesting such issuance shall pay to Section 262 the Exchange Agent any required transfer taxes or other taxes or establish to the satisfaction of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Exchange Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete such tax has been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) Notwithstanding anything to the contrary contained herein, no Merger Consideration shall be delivered to a person who is an "affiliate" (as such term is used in Section 4.07 hereof) of Pinnacle unless such "affiliate" shall have theretofore executed and delivered to CNB the agreement referred to in Section 4.07 hereof. (d) No dividends that are otherwise payable on shares of CNB Common constituting the Merger Consideration shall be paid to persons entitled to receive such shares of CNB Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of CNB Common shall be issued any dividends which shall have become payable with respect to such shares of CNB Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder person claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC CNB in its sole discretion, the posting by such person of a bond in such amount as PCBC CNB may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreementhereto. (df) Neither At or after the Paying Agent nor any other party to this Agreement Effective Time there shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC and the Paying Agent shall be entitled to rely upon no transfers on the stock transfer books of PCCI to establish Pinnacle of any shares of Pinnacle Common. If, after the identity of those persons entitled to receive consideration specified in this AgreementEffective Time, which books Certificates are presented for transfer, they shall be conclusive with respect thereto. In cancelled and exchanged for the event of a dispute with respect Merger Consideration as provided in, and subject to ownership of stock represented by any Certificatethe provisions of, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims theretothis Section 1.08.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department Each previous holder of PCBNA (or any successor in interest) shall act as the Paying Agent a Certificate that has surrendered such Certificate together with duly executed transmittal materials included in the Merger (Election Form to ViewPoint or, at the “Paying Agent”). (b) As soon as practicable after the Effective Time, and in no event later than five (5) business days thereafterelection of ViewPoint, the Paying Agent shall mail Exchange Agent, pursuant to each holder Section 2.2 shall, upon acceptance thereof by ViewPoint or the Exchange Agent, be entitled to a certificate or certificates representing the number of record as full shares of the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration ViewPoint Common Stock and/or cash into which the shares of PCCI Common Stock represented by such Certificate or Certificates so surrendered shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”)any distribution theretofore declared and not yet paid with respect to such shares of ViewPoint Common Stock, without interest, as provided in Section 2.4. (ib) Promptly after receipt ViewPoint or, at the election of such Transmittal MaterialsViewPoint, the Paying Exchange Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying Agent, together accept Certificates upon compliance with such properly completed reasonable terms and executed Transmittal Materials, conditions as ViewPoint or the holder of such Certificate Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Certificates shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete appropriately endorsed or are not accompanied by all appropriate Certificates, then such instruments of transfer as ViewPoint or the Paying Exchange Agent will notify such PCCI Stockholder promptly of the need for further informationmay reasonably require. (c) In Each outstanding Certificate shall, until duly surrendered to ViewPoint or the event that any Exchange Agent, be deemed to evidence ownership of the consideration into which the Legacy Common Stock previously represented by such Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof converted pursuant to this Agreement. (d) Neither After the Paying Agent nor any other party Effective Time, holders of Certificates shall cease to this Agreement have rights with respect to the stock previously represented by such Certificates, and their sole rights shall be liable to exchange such Certificates for the consideration provided for in this Agreement. After the Effective Time, there shall be no further transfer on the records of Legacy of Certificates, and if such Certificates are presented to Legacy for transfer, they shall be cancelled against delivery of the consideration provided therefor in this Agreement. ViewPoint shall not be obligated to deliver the consideration to which any former holder of any Legacy Common Stock is entitled as a result of the Merger until such holder surrenders the Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawsas provided herein. (e) PCBC ViewPoint and the Paying Exchange Agent shall be entitled to rely upon the stock transfer books of PCCI Legacy to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC ViewPoint and the Paying Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall deliver, in exchange for such lost, stolen or destroyed Certificate, the consideration provided for in this Agreement. (g) If any certificate representing shares of ViewPoint Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ViewPoint Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor in interest) Registrar and Transfer Company shall act as the Paying Exchange Agent in the Holding Company Merger (the “Paying Exchange Agent”). (b) At or prior to the Effective Time, Horizon shall reserve a sufficient number of shares of Horizon Common Stock to be issued as part of the Merger Consideration. At the Effective Time, Horizon shall cause all shares of Heartland Common Stock held by recognized securities depositories (“street name” shares) to be exchanged for the Merger Consideration in accordance with the rules and procedures of such depositories. As soon promptly as practicable after the Effective Time, and but in no event later more than five (5) business days thereafter, the Paying Agent Horizon shall mail to each holder of record Heartland Common Stock a letter of transmittal providing instructions as to the transmittal to Horizon of certificates representing shares of Heartland Common Stock and the issuance of shares of Horizon Common Stock in exchange therefor pursuant to the terms of this Plan of Merger. (c) Horizon shall cause a certificate representing that number of whole shares of Horizon Common Stock that each holder of Heartland Common Stock has the right to receive pursuant to Section 2.01 of the Effective Time Agreement and Plan of one Merger and a check in the amount of any cash in lieu of fractional shares or more Certificates (as indicated on the stockholders’ list dividends or distributions which such holder shall be entitled to receive, to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a such shareholder upon delivery to Horizon of certificates representing such shares of Heartland Common Stock (“PCCI StockholderOld Certificates”) a letter (or bond or other indemnity satisfactory to Horizon if any of transmittal (which shall specify that delivery shall be effectedsuch certificates are lost, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agentstolen or destroyed) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented owned by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of shareholder accompanied by a Certificate for exchange and cancellation to the Paying Agent, together with such properly completed and executed Transmittal Materialsletter of transmittal, as in the form and substance satisfactory to Horizon. No interest will be paid on any Merger Consideration that any such holder of such Certificate shall be entitled to receive from pursuant to this Plan of Merger upon such delivery. (d) No dividends or other distributions on Horizon Common Stock with a record date occurring after the Paying Agent in exchange therefor Effective Time shall be paid to the Per Share Consideration, holder of any unsurrendered Old Certificate representing shares of Heartland Common Stock converted in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely Merger into the right to receive shares of such Horizon Common Stock until the Per Share Consideration from PCBC as described holder thereof surrenders such Old Certificates in accordance with this Section 1.05. (iii) PCCI Stockholders 2.3. After becoming so entitled in accordance with this Section 2.3, the record holder thereof also shall be entitled to receive their Per Share Consideration only following receipt by any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Horizon Common Stock such holder had the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly right to receive upon surrender of the need for further informationOld Certificate. (ce) In the event that any Certificate The stock transfer books of Heartland shall have been lost, stolen or destroyed, be closed immediately upon the making Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of an affidavit Heartland of that fact by any shares of Heartland Common Stock. If, after the PCCI Stockholder claiming such Certificate Effective Time, Old Certificates are presented to Horizon, they shall be lost, stolen or destroyed and, if required by PCBC in its sole discretion, canceled and exchanged for the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to the Agreement and Plan of Merger and in accordance with the procedures set forth in this AgreementSection 2.3. (df) Neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC and the Paying Agent Horizon shall be entitled to rely upon the Heartland’s stock transfer books of PCCI to establish the identity of those persons individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive consideration specified in this Agreementthe Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, PCBC and the Paying Agent Horizon shall be entitled to deposit any consideration Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any claims thereto. (g) If any Old Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen, or destroyed and, if required by Horizon, the posting by such Person of a bond or other indemnity satisfactory to Horizon as indemnity against any claim that may be made against it with respect to such Old Certificate, Horizon will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to the terms of this Plan of Merger. (h) Notwithstanding the foregoing, no party hereto shall be liable to any former holder of Heartland Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department Bank of PCBNA (New York , or any successor in interest) other entity mutually satisfactory to CNBT and BOKF, shall act as the Paying Agent paying agent in the Merger (the “"Paying Agent”"). Immediately after the Effective Time, BOKF will cause CNBT, as the surviving corporation, to furnish the Paying Agent cash sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to the holders of all outstanding shares of CNBT Common (other than Dissenting Shares). (b) As soon as practicable after At least twenty (20) days prior to the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent shall mail mail, without any further action on the part of BOKF or CNBT, to each record holder of record as the Certificates, addressed to the most current address of such shareholder according to the Effective Time records of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereofCNBT, each a “PCCI Stockholder”) a letter of transmittal (which and instructions) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each such letter (the "Merger Transmittal Letter") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery proper receipt of the Certificates by the Paying Agent and shall be in such form and have such other provisions as BOKF may reasonably specify. If a holder of the CNBT Common surrenders the Certificates representing shares of such stock and a properly executed Merger Transmittal Letter to the Paying AgentAgent at least three (3) business days prior to the Closing Date, then on the Closing Date, the Paying Agent shall pay to such shareholder the Closing Consideration with respect to such shares of CNBT Common. If a holder of the CNBT Common surrenders the Certificates representing shares of such stock and instructions for use a properly executed Merger Transmittal Letter to the Paying Agent at any time after three (3) business days prior to the Closing Date, then promptly, and in effecting no event later than three (3) business days after receipt of such Certificates and Merger Transmittal Letter, the Paying Agent shall pay to such shareholder the Closing Consideration with respect to such shares of CNBT Common. No interest on the Closing Consideration issuable upon the surrender of the Certificates in exchange shall be paid or accrued for the Per Share benefit of holders of Certificates. If the Closing Consideration into which is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the shares of PCCI Common Stock represented by surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such Certificate or Certificates issuance shall have been converted pursuant pay to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation any required transfer or other taxes or establish to the Paying Agent, together with such properly completed and executed Transmittal Materials, the holder satisfaction of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who that such tax has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) With respect to any shares of CNBT Common that are acquired as a result of the exercise of the Stock Options, the purchase price for such shares under the Stock Options shall be subtracted from or "netted-out" of the Closing Merger Consideration to be paid such shareholders in order to provide for a cashless exercise of the Stock Options. That is, upon the exercise of the Stock Options such option holder shall not be required to pay CNBT the purchase price specified in the Stock Options, but such amount shall be deducted from the amount of Closing Consideration that would otherwise have been paid to such option holder. (d) After the Effective Time, there shall be no further registration or transfers on the records of CNBT of outstanding certificates formerly representing shares of CNBT Common and, if a certificate formerly representing such shares is presented to CNBT or BOKF, it shall be forwarded to the Paying Agent for cancellation and exchange for the Closing Consideration. (e) All Merger Consideration paid upon the surrender of CNBT Common in accordance with the above terms and conditions shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of CNBT Common. (f) In the event that any Certificate certificate for CNBT Common shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen stolen, or destroyed Certificate the Per Share certificate, such Merger Consideration deliverable in respect thereof as may be required pursuant to this Agreement; provided, however, that BOKF may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate to deliver an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to BOKF. (dg) Neither At any time following six months after the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned propertyEffective Time, escheat or similar laws. (e) PCBC and the Paying Agent BOKF shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC and terminate the Paying Agent relationship, and thereafter holders of Certificates shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved look only to BOKF (subject to abandoned property, escheat, or other similar laws) with respect to any claims theretothe Merger Consideration payable upon surrender of their Certificates.

Exchange Procedures; Surrender of Certificates. (a) The Boatmen's Trust Department of PCBNA (or any successor in interest) Company, St. Louis, Missouri, shall act as the Paying Exchange Agent in the Merger (the “Paying "Exchange Agent”"). At or prior to the Closing, Jefferson shall deliver, or cause to be delivered, to the Exchange Agent (i) cash in an amount sufficient for payment of the Cash Component plus the amounts payable in cash under subsections (c) and (d) of Sections 1.05 and (ii) certificates for Jefferson Common sufficient for payment of the Stock Component plus the amounts payable in shares of Jefferson Common under subsections (c) and (d) of Section 1.05. Cash and certificates delivered by Jefferson to the Exchange Agent shall be held in trust for payment and delivery in accordance with this Section 1.08. (b) As soon as reasonably practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Paying Exchange Agent shall mail to each holder of record as of the Effective Time of one or more Certificates (as indicated on the stockholders’ list cause to be delivered (as the Exchange Agent may determine) to Paying Agent in accordance with Section 2.02(i) hereofeach record holder of any Certificate or Certificates whose shares were converted into the right to receive the Per Share Basic Merger Consideration, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentExchange Agent and shall be in such form and have such other provisions as Jefferson may reasonably specify) (each such letter, the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which Basic Merger Consideration. Upon surrender to the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Exchange Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying AgentCertificate, together with such properly completed a Merger Letter of Transmittal duly executed and executed Transmittal Materialsany other documents as may be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor solely the Per Share Basic Merger Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward No interest on the Per Share Basic Merger Consideration issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Per Share Basic Merger Consideration is to each PCCI Stockholder who has properly be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the Transmittal Materials to the Paying Agent. Until so surrendered, each surrendered Certificate shall be deemed properly endorsed or otherwise in proper form for all purposes, subject only transfer and that the person requesting such issuance shall pay to Section 262 the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Exchange Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete such tax has been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) In At any time following six months after the event Effective Time, Jefferson shall be entitled to terminate the Exchange Agent relationship, and thereafter holders of Certificates shall be entitled to look only to Jefferson (subject to abandoned property, escheat or other similar laws) with respect to the Per Share Basic Merger Consideration issuable upon surrender of their Certificates. (d) No dividends that are otherwise payable on shares of Jefferson Common constituting the Stock Component of the Basic Merger Consideration shall be paid to persons entitled to receive such shares of Jefferson Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of Jefferson Common shall be issued any dividends which may have become payable with respect to such shares of Jefferson Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder person claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretionJefferson, the posting by such person of a bond in such amount as PCBC Jefferson may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Basic Merger Consideration deliverable in respect thereof pursuant to this Agreement. (df) Neither Promptly after the Paying Effective Time, Jefferson shall deliver to the Exchange Agent nor any other party written instructions, dated as of the Closing Date and approved by L & B, directing the Exchange Agent to this Agreement shall be liable mail or deliver (as the Exchange Agent may determine) to any holder the persons shown on such instructions the cash and shares of any Certificates for any amount paid Jefferson Common to a public official pursuant to any applicable abandoned propertywhich they are, escheat or similar laws. (e) PCBC and the Paying Agent shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons respectively, entitled to receive consideration specified in pursuant to subsections (c) and (d) of Section 1.05 of this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor in interest) Registrar and Transfer Company shall act as the Paying Exchange Agent in the Holding Company Merger (the “Paying Exchange Agent”). (b) At or prior to the Effective Time, Horizon shall reserve a sufficient number of shares of Horizon Common Stock to be issued as part of the Merger Consideration. At the Effective Time, Horizon shall cause all shares of SCB Common Stock held by recognized securities depositories (“street name” shares) to be exchanged for the Merger Consideration in accordance with the rules and procedures of such depositories. As soon promptly as practicable after the Effective Time, and but in no event later more than five (5) business days thereafter, the Paying Agent Horizon shall mail to each holder of record SCB Common Stock a letter of transmittal providing instructions as to the transmittal to Horizon of certificates representing shares of SCB Common Stock and the issuance of shares of Horizon Common Stock and the Cash Consideration in exchange therefor pursuant to the terms of this Plan of Merger. (c) Horizon shall cause a certificate representing that number of whole shares of Horizon Common Stock that each holder of SCB Common Stock has the right to receive pursuant to Section 2.01 of the Effective Time Agreement and Plan of one Merger, and a check in the amount of such holder’s proportionate share of the Cash Consideration pursuant to Section 2.01 of the Agreement and Plan of Merger and any cash in lieu of fractional shares or more Certificates (as indicated on the stockholders’ list dividends or distributions which such holder shall be entitled to receive, to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a such shareholder upon delivery to Horizon of certificates representing such shares of SCB Common Stock (“PCCI StockholderOld Certificates”) a letter (or bond or other indemnity satisfactory to Horizon if any of transmittal (which shall specify that delivery shall be effectedsuch certificates are lost, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agentstolen or destroyed) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented owned by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of shareholder accompanied by a Certificate for exchange and cancellation to the Paying Agent, together with such properly completed and executed Transmittal Materialsletter of transmittal, as in the form and substance satisfactory to Horizon. No interest will be paid on any Merger Consideration that any such holder of such Certificate shall be entitled to receive from pursuant to this Plan of Merger upon such delivery. (d) No dividends or other distributions on Horizon Common Stock with a record date occurring after the Paying Agent in exchange therefor Effective Time shall be paid to the Per Share Consideration, holder of any unsurrendered Old Certificate representing shares of SCB Common Stock converted in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely Merger into the right to receive shares of such Horizon Common Stock until the Per Share Consideration from PCBC as described holder thereof surrenders such Old Certificates in accordance with this Section 1.05. (iii) PCCI Stockholders 2.3. After becoming so entitled in accordance with this Section 2.3, the record holder thereof also shall be entitled to receive their Per Share Consideration only following receipt by any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Horizon Common Stock such holder had the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly right to receive upon surrender of the need for further informationOld Certificate. (ce) In the event that any Certificate The stock transfer books of SCB shall have been lost, stolen or destroyed, be closed immediately upon the making Effective Time and from and after the Effective Time, there shall be no transfers on the stock transfer records of an affidavit SCB of that fact by any shares of SCB Common Stock or preferred stock. If, after the PCCI Stockholder claiming such Certificate Effective Time, Old Certificates are presented to Horizon, they shall be lost, stolen or destroyed and, if required by PCBC in its sole discretion, canceled and exchanged for the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to the Agreement and Plan of Merger and in accordance with the procedures set forth in this AgreementSection 2.3. (df) Neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC and the Paying Agent Horizon shall be entitled to rely upon the SCB’s stock transfer books of PCCI to establish the identity of those persons individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive consideration specified in this Agreementthe Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, PCBC and the Paying Agent Horizon shall be entitled to deposit any consideration Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any claims thereto. (g) If any Old Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen, or destroyed and, if required by Horizon, the posting by such Person of a bond or other indemnity satisfactory to Horizon as indemnity against any claim that may be made against it with respect to such Old Certificate, Horizon will issue in exchange for such affidavit of lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to the terms of this Amended and Restated Plan of Merger. (h) Notwithstanding the foregoing, no party hereto shall be liable to any former holder of SCB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (Prior to the Effective Date, FNB shall appoint Manhattan Transfer Registrar Company, or its successor, or any successor in interest) shall other bank or trust company reasonably acceptable to FNB, to act as the Paying Agent paying agent in the Merger (the “Paying Agent”). (b) As soon as practicable after the Effective TimeDate, and in no event but not later than five ten (510) business days thereafter, the Paying Agent shall will mail to each holder of record of one or more Certificates as of the Effective Time of one or more Certificates the Merger (as indicated on the stockholdersshareholders’ list to be delivered to Paying Agent in accordance with Section 2.02(iby the Secretary of ACB (or other appropriate executive officer of ACB) hereof, each a an “PCCI StockholderACB Shareholder”) ), a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall will have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying Agent, together with such properly completed and executed Transmittal Materials, the holder of such Certificate shall will be entitled to receive from the Paying Agent in exchange therefor therefore the Per Share Consideration, in the amount set forth in Section 1.05(a) 1.2 and the Certificate so surrendered shall will forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall will forward the Per Share Consideration to each PCCI Stockholder ACB shareholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall will be deemed for all purposes, subject only to Section 262 of the DGCL, purposes to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.051.2. (iiiii) PCCI Stockholders shall The holders of ACB capital stock (the “Shareholders”) will be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that If the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder Shareholder promptly of the need for further information. (c) In the event that If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder Shareholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC FNB in its sole discretion, the posting by such person of a bond in such amount as PCBC FNB may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof pursuant to under this Agreement. (d) Neither the Paying Agent nor any other party to this Agreement shall will be liable to any holder of any Certificates for any amount paid to a public official pursuant to under any applicable abandoned property, escheat or similar laws. (e) PCBC FNB and the Paying Agent shall be entitled to rely upon the stock transfer books of PCCI ACB to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall will be conclusive with respect thereto. In the event of If a dispute arises with respect to ownership of stock represented by any Certificate, PCBC FNB and the Paying Agent shall be entitled to may deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department At the Effective Time, First Community shall deliver or mail to each person who shall have endorsed and surrendered to Blue River and First Community at the Closing one or more Certificates which immediately prior to the Effective Time, represented shares of PCBNA (or any successor in interest) shall act as the Paying Agent in Blue River Common, the Merger Consideration for such shares of Blue River Common represented by such Certificates so surrendered in exchange for cash pursuant to the provisions of Section 1.03. No later than five (5) days before the “Paying Agent”)closing, Blue River shall provide First Community with a list of such persons and evidence of the surrendered Certificates. (b) As soon as practicable reasonably practicable, but in no event more than ten working days, after the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent First Community shall mail to each record holder of record as of any Certificate or Certificates not surrendered at the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereofClosing, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to First Community at the Paying Agentaddress specified therein and shall be in such form and have such other provisions as First Community may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant Merger Consideration. As soon as reasonably practical but in no event more than five days after surrender to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender First Community of a Certificate for exchange and cancellation to the Paying AgentCertificate, together with such properly completed a Merger Letter of Transmittal duly executed and executed Transmittal Materialsany other required documents, First Community shall transmit to the holder of such Certificate the Merger Consideration. No interest on the Merger Consideration issuable upon the surrender of the Certificates shall be entitled paid or accrued for the benefit of holders of Certificates. With respect to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further information. (c) In the event that any Certificate shall have for shares of Blue River Common which has been lost, stolen or destroyed, First Community shall be authorized to pay the Merger Consideration to the registered owner of such certificate upon the making First Community's receipt of an affidavit of that fact by the PCCI Stockholder claiming such Certificate agreement to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity indemnify First Community against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for loss from such lost, stolen or destroyed Certificate certificate and an affidavit of lost, stolen or destroyed stock certificate, both in form and substance reasonably satisfactory to First Community, and upon delivery by the Per Share Consideration deliverable in respect thereof pursuant to this AgreementBlue River shareholder of a security bond from a recognized insurance company. (dc) Neither Such holders of Certificates shall be entitled to look to First Community (subject to applicable abandoned property, escheat or similar law) only as general creditors thereof with respect to the Paying Agent nor Merger Consideration payable upon due surrender of their Certificates, without any other party to this Agreement interest thereon. First Community shall not be liable to any holder person in respect of any Certificates for any amount paid Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawslaw. (e) PCBC and the Paying Agent shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor in interest) Provident Bank shall act as the Paying Exchange Agent in the Holding Company Merger (the “Paying "Exchange Agent”"). (b) As soon as reasonably practicable after the Effective Time, and in no event not later than five three (53) business days thereafterafter the Effective Time, the Paying Exchange Agent shall mail to each record holder of record as of the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) Outstanding Fidelity Shares a letter of transmittal (which the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. The Merger Letter of Transmittal shall specify that delivery of share Certificates shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) Exchange Agent and instructions for use shall be in effecting such form and have such other provisions as PFGI may reasonably specify. Upon surrender to the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Exchange Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying AgentCertificate, together with such properly completed a Merger Letter of Transmittal duly executed and executed Transmittal Materialsany other required documents, the holder of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor solely the Per Share Consideration, in plus dividends paid with respect to such consideration having a record date after the amount set forth Effective Time as provided in Section 1.05(a1.9(c) and hereof. No interest on any consideration payable upon the Certificate so surrendered shall forthwith be canceled. Promptly following receipt surrender of the Transmittal MaterialsCertificates shall be paid or accrued for the benefit of holders of Certificates. If any of the Merger Consideration is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed properly endorsed or otherwise in proper form for all purposes, subject only transfer and that the person requesting such issuance shall pay to Section 262 the Exchange Agent any required transfer taxes or other taxes or establish to the satisfaction of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Exchange Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete such tax has been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) In No dividends that are otherwise payable on PFGI Common Shares constituting the event that Merger Consideration shall be paid to persons entitled to receive such PFGI Common Shares until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the PFGI Common Shares shall be issued any dividends which shall have become payable with respect to such PFGI Common Shares (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder person claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC PFGI in its sole discretion, the posting by such person of a bond in such amount as PCBC PFGI may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement. (d) Neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawsthereof. (e) PCBC and At or after the Paying Agent Effective Time there shall be entitled to rely upon no transfers on the stock transfer books of PCCI to establish Fidelity of any Fidelity Common Shares. If, after the identity of those persons entitled to receive consideration specified in this AgreementEffective Time, which books Certificates are presented for transfer, they shall be conclusive with respect thereto. In canceled and exchanged for the event of a dispute with respect Merger Consideration as provided in, and subject to ownership of stock represented by any Certificatethe provisions of, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims theretothis Section 1.9.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department Bank of PCBNA (New York, or any successor in interest) other entity mutually satisfactory to Park Cities and BOKF, shall act as the Paying Agent paying agent in the Merger (the “"Paying Agent”"). Immediately after the Effective Time, BOKF will cause Park Cities, as the surviving corporation, to furnish the Paying Agent a corpus consisting of cash and BOKF Notes sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to the holders of all outstanding shares of Park Cities Common (other than Dissenting Shares). (b) As soon as reasonably practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent shall be authorized, without any further action on the part of BOKF or Park Cities, to mail to each record holder of record as of any Certificate or Certificates whose shares were converted into the Effective Time of one or more Certificates (as indicated on right to receive the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereofMerger Consideration, each a “PCCI Stockholder”) a letter of transmittal (which and instructions) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each such letter (the "Merger Transmittal Letter") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) Agent and instructions for use shall be in effecting the such form and have such other provisions as BOKF may reasonably specify. Upon surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying AgentCertificate, together with such properly completed a Merger Transmittal Letter duly executed and executed Transmittal Materialsany other required documents, the holder of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, Merger Consideration forthwith upon such surrender solely in the amount set forth form of cash or the BOKF Notes as the shareholder shall elect in accordance with Section 1.05(a) and 1.5(d). No interest on -------------- the Certificate so surrendered shall forthwith be canceled. Promptly following receipt Merger Consideration issuable upon the surrender of the Transmittal MaterialsCertificates shall be paid or accrued for the benefit of holders of Certificates (other than any interest on the BOKF Notes in accordance with their terms). If the Merger Consideration is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such issuance shall pay to the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials any required transfer or other taxes or establish to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 satisfaction of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete such tax has been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) With respect to any shares of Park Cities Common that are acquired as a result of the exercise of the Stock Options, the purchase price for such shares under the Stock Options shall be subtracted from or "netted-out" of the Merger Consideration to be paid such shareholders. That is, upon the exercise of the Stock Options such shareholder shall not be required to pay Park Cities the purchase price specified in the Stock Options, but such amount shall be deducted from the amount of Merger Consideration that would otherwise have been paid to such shareholder. (d) After the Effective Time, there shall be no further registration or transfers on the records of Park Cities of outstanding certificates formerly representing shares of Park Cities Common and, if a certificate formerly representing such shares is presented to Park Cities or BOKF, it shall be forwarded to the Paying Agent for cancellation and exchange for the Merger Consideration. (e) All Merger Consideration paid upon the surrender of Park Cities Common in accordance with the above terms and conditions shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Park Cities Common. (f) In the event that any Certificate certificate for Park Cities Common shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate certificate, upon the Per Share making of an affidavit of that fact by the holder thereof, such Merger Consideration deliverable in respect thereof as may be required pursuant to this Agreement; provided, however, that BOKF may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such sum as it may direct as indemnity against any claim that may be made against BOKF, Park Cities, the Paying Agent or any other party with respect to the certificate alleged to have been lost, stolen or destroyed. (dg) Neither At any time following six months after the Effective Time, BOKF shall be entitled to terminate the Paying Agent nor any other party to this Agreement relationship, and thereafter holders of Certificates shall be liable entitled to any holder of any Certificates for any amount paid look only to a public official pursuant BOKF (subject to any applicable abandoned property, escheat or other similar laws. (e) PCBC and the Paying Agent shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership the Merger Consideration payable upon surrender of stock represented by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims theretotheir Certificates.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor in interest) Computershare, Inc. shall act as the Paying Exchange Agent in the Holding Company Merger (the “Paying Exchange Agent”). (b) At or prior to the Effective Time, Horizon shall reserve a sufficient number of shares of Horizon Common Stock to be issued as part of the Merger Consideration. At the Effective Time, Horizon shall cause all shares of Peoples Common Stock held by recognized securities depositories (“street name” shares) to be exchanged for the Merger Consideration in accordance with the rules and procedures of such depositories. As soon promptly as practicable after the Effective Time, and but in no event later more than five (5) business days thereafter, the Paying Agent Horizon shall mail to each holder of record Peoples Common Stock a letter of transmittal providing instructions as to the transmittal to Horizon of certificates representing shares of Peoples Common Stock and the issuance of shares of Horizon Common Stock and the Cash Consideration in exchange therefor pursuant to the terms of this Plan of Merger. (c) Horizon shall cause a certificate representing that number of whole shares of Horizon Common Stock that each holder of Peoples Common Stock has the right to receive pursuant to Section 2.01 of the Effective Time Agreement and Plan of one Merger, and a check in the amount of such holder’s proportionate share of the Cash Consideration pursuant to Section 2.01 of the Agreement and Plan of Merger and any cash in lieu of fractional shares or more Certificates (as indicated on the stockholders’ list dividends or distributions which such holder shall be entitled to receive, to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a such shareholder upon delivery to Horizon of certificates representing such shares of Peoples Common Stock (“PCCI StockholderOld Certificates”) a letter (or bond or other indemnity satisfactory to Horizon if any of transmittal (which shall specify that delivery shall be effectedsuch certificates are lost, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agentstolen or destroyed) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented owned by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of shareholder accompanied by a Certificate for exchange and cancellation to the Paying Agent, together with such properly completed and executed Transmittal Materialsletter of transmittal, as in the form and substance satisfactory to Horizon. No interest will be paid on any Merger Consideration that any such holder of such Certificate shall be entitled to receive from pursuant to this Plan of Merger upon such delivery. (d) No dividends or other distributions on Horizon Common Stock with a record date occurring after the Paying Agent in exchange therefor Effective Time shall be paid to the Per Share Consideration, holder of any unsurrendered Old Certificate representing shares of Peoples Common Stock converted in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely Merger into the right to receive shares of such Horizon Common Stock until the Per Share Consideration from PCBC as described holder thereof surrenders such Old Certificates in accordance with this Section 1.05. (iii) PCCI Stockholders 2.3. After becoming so entitled in accordance with this Section 2.3, the record holder thereof also shall be entitled to receive their Per Share Consideration only following receipt by any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Horizon Common Stock such holder had the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly right to receive upon surrender of the need for further informationOld Certificate. (ce) In the event that any Certificate The stock transfer books of Peoples shall have been lost, stolen or destroyed, be closed immediately upon the making Effective Time and from and after the Effective Time, there shall be no transfers on the stock transfer records of an affidavit Peoples of that fact by any shares of Peoples Common Stock stock. If, after the PCCI Stockholder claiming such Certificate Effective Time, Old Certificates are presented to Horizon, they shall be lost, stolen or destroyed and, if required by PCBC in its sole discretion, canceled and exchanged for the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to the Agreement and Plan of Merger and in accordance with the procedures set forth in this AgreementSection 2.3. (df) Neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC and the Paying Agent Horizon shall be entitled to rely upon the Peoples’ stock transfer books of PCCI to establish the identity of those persons individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive consideration specified in this Agreementthe Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, PCBC and the Paying Agent Horizon shall be entitled to deposit any consideration Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any claims thereto. (g) If any Old Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen, or destroyed and, if required by Horizon, the posting by such Person of a bond or other indemnity satisfactory to Horizon as indemnity against any claim that may be made against it with respect to such Old Certificate, Horizon will issue in exchange for such affidavit of lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to the terms of this Amended and Restated Plan of Merger. (h) Notwithstanding the foregoing, no party hereto shall be liable to any former holder of Peoples Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange Procedures; Surrender of Certificates. (a) The Trust Department Bank of PCBNA (New York , or any successor in interest) other entity mutually satisfactory to CNBT and BOKF, shall act as the Paying Agent paying agent in the Merger (the “"Paying Agent”"). Immediately after the Effective Time, BOKF will cause CNBT, as the surviving corporation, to furnish the Paying Agent cash sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to the holders of all outstanding shares of CNBT Common (other than Dissenting Shares). (b) As soon as practicable after At least twenty (20) days prior to the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent shall mail mail, without any further action on the part of BOKF or CNBT, to each record holder of record as the Certificates, addressed to the most current address of such shareholder according to the Effective Time records of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereofCNBT, each a “PCCI Stockholder”) a letter of transmittal (which and instructions) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each such letter (the "Merger Transmittal Letter") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery proper receipt of the Certificates by the Paying Agent and shall be in such form and have such other provisions as BOKF may reasonably specify. If a holder of the CNBT Common surrenders the Certificates representing shares of such stock and a properly executed Merger Transmittal Letter to the Paying AgentAgent at least three (3) business days prior to the Closing Date, then on the Closing Date, the Paying Agent shall pay to such shareholder the Closing Consideration with respect to such shares of CNBT Common. If a holder of the CNBT Common surrenders the Certificates representing shares of such stock and instructions for use a properly executed Merger Transmittal Letter to the Paying Agent at any time after three (3) business days prior to the Closing Date, then promptly, and in effecting no event later than three (3) business days after receipt of such Certificates and Merger Transmittal Letter, the Paying Agent shall pay to such shareholder the Closing Consideration with respect to such shares of CNBT Common. No interest on the Closing Consideration issuable upon the surrender of the Certificates in exchange shall be paid or accrued for the Per Share benefit of holders of Certificates . If the Closing Consideration into which is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the shares of PCCI Common Stock represented by surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such Certificate or Certificates issuance shall have been converted pursuant pay to this Agreement and the Merger Agreement (the “Transmittal Materials”). (i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation any required transfer or other taxes or establish to the Paying Agent, together with such properly completed and executed Transmittal Materials, the holder satisfaction of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who that such tax has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further informationapplicable. (c) With respect to any shares of CNBT Common that are acquired as a result of the exercise of the Stock Options, the purchase price for such shares under the Stock Options shall be subtracted from or "netted-out" of the Closing Merger Consideration to be paid such shareholders in order to provide for a cashless exercise of the Stock Options. That is, upon the exercise of the Stock Options such option holder shall not be required to pay CNBT the purchase price specified in the Stock Options, but such amount shall be deducted from the amount of Closing Consideration that would otherwise have been paid to such option holder. (d) After the Effective Time, there shall be no further registration or transfers on the records of CNBT of outstanding certificates formerly representing shares of CNBT Common and, if a certificate formerly representing such shares is presented to CNBT or BOKF, it shall be forwarded to the Paying Agent for cancellation and exchange for the Closing Consideration. (e) All Merger Consideration paid upon the surrender of CNBT Common in accordance with the above terms and conditions shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of CNBT Common. (f) In the event that any Certificate certificate for CNBT Common shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen stolen, or destroyed Certificate the Per Share certificate, such Merger Consideration deliverable in respect thereof as may be required pursuant to this Agreement; provided, however, that BOKF may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate to deliver an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to BOKF. (dg) Neither At any time following six months after the Paying Agent nor any other party to this Agreement shall be liable to any holder of any Certificates for any amount paid to a public official pursuant to any applicable abandoned propertyEffective Time, escheat or similar laws. (e) PCBC and the Paying Agent BOKF shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC and terminate the Paying Agent relationship, and thereafter holders of Certificates shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved look only to BOKF (subject to abandoned property, escheat, or other similar laws) with respect to any claims theretothe Merger Consideration payable upon surrender of their Certificates.

Exchange Procedures; Surrender of Certificates. (a) The Horizon Trust Department of PCBNA and Investment Management, N.A. (or any successor in interest"HORIZON TRUSt") shall act as the Paying Exchange Agent in the Holding Company Merger (the “Paying Agent”"EXCHANGE AGENT"). At the Effective Time, Horizon shall deposit the Merger Consideration in a separate account at Horizon Trust (the "EXCHANGE FUND") which shall be used for the sole purpose of making disbursements to the Alliance shareholders in connection with the Holding Company Merger. (b) As soon as reasonably practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Paying Exchange Agent shall mail to each record holder of record as of any Certificate or Certificates whose shares were converted into the Effective Time of one or more Certificates (as indicated on right to receive the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) Merger Consideration a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentExchange Agent and shall be in such form and have such other provisions as Horizon may reasonably specify) (each such letter, the "MERGER LETTER OF TRANSMITTAL") and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”)Consideration. (ic) Promptly As soon as reasonably practical after receipt of such Transmittal Materials, surrender to the Paying Exchange Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof. (ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying AgentCertificate, together with such properly completed a Merger Letter of Transmittal duly executed and executed Transmittal Materialsany other required documents, the Exchange Agent shall transmit to the holder of such Certificate the Merger Consideration. No interest on the Merger Consideration issuable upon the surrender of the Certificates shall be entitled paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to receive from be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed properly endorsed or otherwise in proper form for all purposes, subject only transfer and that the person requesting such issuance shall pay to Section 262 the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05. (iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Exchange Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete such tax has been paid or are is not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further information. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the PCCI Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by PCBC in its sole discretion, the posting by such person of a bond in such amount as PCBC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration deliverable in respect thereof pursuant to this Agreementapplicable. (d) Neither Horizon reserves the Paying right in all cases involving more than five hundred (500) shares of Alliance Common Stock to require that a surety bond on terms and in an amount satisfactory to Horizon be provided to Horizon at the expense of the Alliance shareholder in the event that such shareholder claims loss of a Certificate for Alliance Common Stock and requests that Horizon waive the requirement for surrender of such Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Alliance for six (6) months after the Effective Time shall be returned to Horizon. Any shareholders of Alliance who have not theretofore complied with this Section 2.3 shall thereafter look only to Horizon for payment of the Merger Consideration, deliverable in respect of each share of Alliance Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. (f) Notwithstanding the foregoing, neither the Exchange Agent nor any other party to this Agreement hereto shall be liable to any former holder of any Certificates Alliance Common Stock for any amount paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws. (e) PCBC and the Paying Agent shall be entitled to rely upon the stock transfer books of PCCI to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, PCBC and the Paying Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.