Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.

Exchange Procedures. Promptly after the Effective Time, Flag the Surviving Corporation shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to the former shareholders stockholders of FCB PBF appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB PBF Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) ). Upon surrender of a certificate or certificates for exchange and cancellation to the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock Exchange Agent (other than such shares to be canceled free and clear of all liens, claims and encumbrances), together with a properly executed letter of transmittal, the holder of such certificate or certificates shall be entitled to receive in exchange therefore: (a) a certificate representing that number of whole shares of ANB Common Stock which such holder of PBF Common Stock became entitled to receive pursuant to Section 3.3 the provisions of this Agreement or as Article 3 hereof and (b) a check representing the aggregate cash consideration, if any, for fractional shares and/or Additional Optional Cash Consideration Per Share which such holder has the right to which dissenters’ rights receive pursuant to the provisions of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued Article 3 hereof, and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and so surrendered shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends forthwith be cancelled. No interest will be paid or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, accrued on any cash in lieu of any fractional share shares, Additional Optional Cash Consideration Per Share, or unpaid dividends and distributions, if any, payable to holders of Flag certificates for PBF Common Stock to which such holder may be otherwise entitled (without interest)Stock. Neither Flag nor the Exchange Agent The Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of FCB PBF Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB PBF Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed4.1. The certificate or certificates of FCB for PBF Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag the Surviving Corporation, ANB nor the Exchange Agent shall be liable to a holder of FCB PBF Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other property Law.

Exchange Procedures. Promptly after (a) At the Effective TimeDate, Flag ANB shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or such other transfer agent or depository or trust institution of recognized standing approved by Flag ANB and MFC (in such capacity, the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected), and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange benefit of the FCB holders of (i) the MFC Common stock certificates. After the Effective TimeCertificates, each holder of shares of FCB certificates representing ANB Common Stock (other than “ANB Common Certificates”), and (ii) the MFC Preferred Certificates, certificates representing ANB Series A Preferred Stock (“ANB Preferred Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of ANB Common Stock, without any interest thereon (the “Exchange Fund”), to be paid pursuant to Article 1 and this Article 2 in exchange for outstanding shares of MFC Capital Stock. (b) As promptly as practicable after the Effective Date, ANB shall cause the Exchange Agent to send to each former stockholder of record of MFC immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s (i) MFC Common Certificates for ANB Common Certificates based upon the Exchange Ratio, or (ii) MFC Preferred Certificates for ANB Preferred Certificates as provided for herein. (c) ANB shall cause the ANB Common Certificates for shares of ANB Common Stock and the ANB Preferred Certificates for shares of ANB Series A Preferred Stock into which shares of MFC Capital Stock are converted at the Effective Date or dividends or distributions which such stockholder shall be entitled to receive and any cash to be paid in lieu of fractional shares to be canceled pursuant paid to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares stockholder upon delivery to the Exchange Agent of MFC Common Certificates and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 MFC Preferred Certificates representing such shares of this AgreementMFC Capital Stock, together with all undelivered dividends the transmittal materials duly executed and completed in accordance with the instructions thereto. No interest will accrue or distributions in respect of be paid on any such shares (without interest thereon) cash to be paid pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement2.3. (d) An MFC stockholder whose MFC Common Certificates or MFC Preferred Certificates have been lost, each holder of shares of FCB destroyed, stolen or are otherwise missing shall be entitled to receive ANB Common Stock issued Certificates or ANB Preferred Certificates, dividends or distributions, and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock shares, to which such holder may stockholder shall be otherwise entitled upon compliance with reasonable conditions imposed by ANB pursuant to applicable law and as required in accordance with ANB’s standard policy (without interestincluding the requirement that the shareholder furnish a surety bond or other customary indemnity). (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of MFC for six (6) months after the Effective Date shall be returned to ANB (together with any dividends or earnings in respect thereof). Neither Flag nor Any stockholders of MFC who have not complied with this Article 2 shall thereafter be entitled to look only to ANB, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of MFC Capital Stock such stockholder holds as determined pursuant to this Agreement, without any interest thereon. (f) None of the Exchange Agent shall be obligated to deliver the consideration to which Agent, any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his parties hereto or her certificate or certificates representing any of the shares of FCB Common Stock for exchange ANB Subsidiaries (as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag defined herein) or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent MFC Subsidiaries shall be liable to a holder any stockholder of FCB Common Stock MFC for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly after the Effective Time, Flag GB&T and CT Financial Services shall cause the exchange agent selected by Flag GB&T (the “"Exchange Agent”") to mail to the former shareholders holders of FCB CT Financial Services Common Stock appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB CT Financial Services Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates). After the Effective Time, each holder of shares of FCB CT Financial Services Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or shares as to which dissenters’ ' rights of appraisal have been perfected as provided in Section 3.4 3.5 of this Agreement) issued and outstanding at the Effective Time Time, shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 and 3.6 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant thereon)pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag GB&T nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB CT Financial Services Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB CT Financial Services Common Stock for exchange exchange, as provided in this Section 4.1 or appropriate affidavits or and indemnity agreements in the event such share certificates have been lost, mutilated mutilated, or destroyed. The certificate or certificates of FCB CT Financial Services Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent GB&T may require. Any other provision of this Agreement notwithstanding, neither Flag GB&T nor the Exchange Agent shall be liable to a holder of FCB CT Financial Services Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other property Law.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Flag shall the Surviving Corporation will cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to each holder of record of a certificate or certificates which immediately prior to the former shareholders Effective Time evidenced outstanding shares of FCB appropriate Common Stock (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the "CERTIFICATES"), (i) a form letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Merger Sub may reasonably specify) and (ii) instructions for use in effecting the surrender thereof of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Merger Sub or the Surviving Corporation, together with a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the "TRANSMITTAL DOCUMENTS"), the holder of such Certificate shall be entitled to receive in exchange therefor the consideration provided Merger Consideration for each share of Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of shares of Common Stock which is not registered in Section 3.1 the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Agreement, together with all undelivered dividends or distributions in respect Article II to the transferee of such shares (without interest thereon) pursuant if the Certificate evidencing such shares of Common Stock is presented to Section 4.2 the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of this Agreement. To the extent Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as soon as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 3.5 of this Agreement2.02, each holder of shares of FCB Common Stock issued and outstanding Certificate shall be deemed at any time after the Effective Time also shall to evidence only the right to receive, upon surrender such surrender, the Merger Consideration for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be for the account of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawSurviving Corporation.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of FCB Chartwell Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptance thereof by the Exchange Agent, be entitled to a certificate representing that number of whole shares of Trenwick Common Stock (and cash in lieu of fractional shares of Trenwick Common Stock as contemplated by this Section 2.2) which the aggregate number of shares of Chartwell Common Stock previously represented by such certificate or certificates surrendered shall have been converted into the right to receive pursuant to Section 2.1(b) of this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing shares of Chartwell Common Stock surrendered in exchange therefore is registered, it shall be a condition to such exchange that the certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of Chartwell or its transfer agent of certificates representing shares of Chartwell Common Stock and if such certificates are presented to Chartwell for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.2(c), each certificate representing shares of Chartwell Common Stock (other than certificates representing shares to be canceled pursuant to cancelled in accordance with Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement2.1(a)) issued and outstanding shall be deemed at any time after the Effective Time shall to represent only the right to receive upon such surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this AgreementMerger Consideration, together with all undelivered dividends or distributions in respect of such shares (without any interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required , as contemplated by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may 2.1. No interest will be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to will accrue on any applicable abandoned property, escheat or other Lawcash payable as Merger Consideration.

Exchange Procedures. Promptly after (a) At or prior to the Effective Time, Flag ParentCo shall deposit, or shall cause to be deposited, with such bank, trust company or transfer agent as ParentCo shall elect (in such capacity, the exchange agent selected by Flag ("EXCHANGE AGENT"), for the “Exchange Agent”) to mail to benefit of the former shareholders holders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore formerly representing shares of FCB either GDSC Common Stock shall passor GDSC Preferred Stock (collectively, only upon proper delivery of such certificates to the Exchange Agent"OLD GDSC CERTIFICATES") for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB or DCA Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided "OLD DCA CERTIFICATES"), for exchange in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreementaccordance with ARTICLE II, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB ParentCo Capital Stock ("NEW CERTIFICATES") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "EXCHANGE FUND") to be paid pursuant to ARTICLE II in exchange for outstanding shares of GDSC Common Stock, GDSC Preferred Stock or DCA Common Stock. (b) As soon as practicable after the Effective Date, ParentCo shall send or cause to be sent to each former holder of record of shares of GDSC Common Stock, GDSC Preferred Stock or DCA Common Stock immediately prior to the Effective Time transmittal materials for exchange as provided use in this Section 4.1 exchanging such stockholder's Old GDSC Certificates or appropriate affidavits Old DCA Certificates for the consideration set forth in ARTICLE II, which transmittal materials both GDSC and DCA shall have had the opportunity to review prior to the Effective Date. ParentCo shall cause the New Certificates and any check in respect of any fractional share interests or indemnity agreements in dividends or distributions which the event holder of such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shares shall be duly endorsed as either Flag or entitled to receive upon delivery to the Exchange Agent may require. Any other provision of this Agreement notwithstandingOld GDSC Certificates or Old DCA Certificates representing such shares (or an affidavit of lost certificate and, neither Flag nor if required by the Exchange Agent Agent, indemnity reasonably satisfactory to ParentCo and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be liable entitled to receive pursuant to ARTICLE II upon such delivery. In the event of a holder transfer of FCB ownership of any shares of GDSC Common Stock, GDSC Preferred Stock or DCA Common Stock not registered in the transfer records of either GDSC or DCA, the exchange described in this SECTION 2.1(b) may nonetheless be effected and a check for any amounts the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old GDSC Certificate or property delivered Old DCA Certificate is presented to the Exchange Agent, accompanied by documents sufficient, in good faith the discretion of ParentCo and the Exchange Agent, (i) to a public official pursuant evidence and effect such transfer but for the provisions of SECTION 2.3 hereof and (ii) to any evidence that all applicable abandoned property, escheat or other Lawstock transfer taxes have been paid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag shall cause IMSI will instruct the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to the former shareholders each holder of FCB appropriate record of certificates evidencing DCDC Common Stock ("DCDC Certificates"): (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock DCDC Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares DCDC Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as IMSI may reasonably specify); and (ii) instructions to effect the surrender thereof of the DCDC Certificates in exchange for certificates evidencing IMSI Shares ("IMSI Certificates"). Upon surrender of a DCDC Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and such other customary documents as may be required pursuant to such instructions, the holder of such DCDC Certificate shall be entitled to receive in exchange therefor therefor: (A) IMSI Certificates which such holder has the consideration provided right to receive in accordance with Section 3.1 of this Agreement1.5(a), together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB DCDC Common Stock issued formerly evidenced by such DCDC Certificate; and outstanding at the Effective Time also shall receive, upon surrender of the certificate (B) any dividends or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock other distributions to which such holder is entitled pursuant to Section 1.6(c) and the DCDC Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of DCDC Common Stock which is not registered in the transfer records of DCDC as of the Effective Time, the IMSI Shares, dividends and distributions with respect thereto, may be otherwise entitled (without interest). Neither Flag nor issued and paid in accordance with this Article I to a transferee if the Exchange Agent shall be obligated to deliver the consideration to which any former holder DCDC Certificate evidencing such shares of FCB DCDC Common Stock is entitled as a result presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.6(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding DCDC Certificate that, prior to the Effective Time, represented shares of DCDC Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the ownership of the Merger until number of IMSI Shares into which such holder surrenders his or her certificate or certificates representing the shares of FCB DCDC Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates shall have been lost, mutilated or destroyed. The certificate or certificates so converted and no rights in any shares of FCB DCDC's Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawStock.

Exchange Procedures. Promptly after As soon as practicable following the Effective TimeClosing, Flag but in any event, within five (5) Business Days following the later of (i) the Closing and (ii) receipt from the Company of the Closing Payment Certificate, Acquiror shall cause the exchange agent selected by Flag mail to each Stockholder and holder of Company Warrants a letter of transmittal in a form reasonably acceptable to Company (the “Exchange AgentLetter of Transmittal”) to mail ). As soon as practicable following the receipt thereof, each Stockholder and holder of Company Warrants shall deliver to the former shareholders of FCB appropriate transmittal materials Paying Agent for delivery to Acquiror all certificates (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder or evidence of shares of FCB Common Stock (other than shares in book-entry form) which immediately prior to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time represented any shares of Company Common Stock or Company Preferred Stock (each, a “Certificate”) and/or Company Warrants it has representing the Shares for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions provided by Acquiror (and such other customary documents as may reasonably be required by Acquiror) or an affidavit of any lost Certificate or Company Warrant as contemplated in Section 2.15, if the Certificate or Company Warrant has been lost, stolen or destroyed. The holder of such Certificate or Company Warrant shall surrender be entitled to receive from the certificate or certificates representing such shares to the Exchange Paying Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided respective cash amount as set forth in the Closing Payment Certificate, and the Certificates and Company Warrants so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement2.15(a), each holder of shares of FCB Common Stock issued Certificate and outstanding Company Warrant shall be deemed at any time after the Effective Time also shall receive, upon surrender to represent only the right to receive the portion of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock Total Merger Consideration to which such holder may be otherwise is entitled (pursuant to Section 2.15 without interest). Neither Flag nor the Exchange The Paying Agent shall be obligated pay or distribute to deliver the consideration to which any former each Stockholder and holder of FCB Common Stock Company Warrants, within five (5) Business Days of receipt of the properly executed Letter of Transmittal and surrendered Certificates and Company Warrants (or affidavit of any lost Certificate or Company Warrant), the cash that such Securityholder is entitled to as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided set forth in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsubsection.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to each holder of shares of Center Financial Common Stock of record immediately prior to the former shareholders Effective Time whose shares were converted into shares of FCB appropriate Nara Common Stock pursuant to Section 2.1 (i) a letter of transmittal materials (which shall specify that that, with respect to Center Financial Certificates, delivery shall be effected, effected and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Center Financial Certificates shall pass, only upon proper delivery of the Center Financial Certificates and such certificates letter of transmittal to the Exchange Agent, and which shall be in such form and have such other provisions as Nara and Center Financial may reasonably specify) and (ii) instructions for use in effecting the exchange surrender of the FCB Center Financial Certificates or Center Financial Common stock certificates. After Stock held in book entry form, as applicable, in exchange for Nara Certificates representing the Effective Time, each holder number of whole shares of FCB Nara Common Stock (other than shares to be canceled pursuant to Section 3.3 into which such Center Financial Common Stock has been so converted. Upon surrender of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares a Center Financial Certificate for cancellation to the Exchange Agent together with such letter of transmittal or submission of a letter of transmittal in respect of shares of Center Financial Common Stock in book entry form, as applicable, duly executed, and such other documents as the Exchange Agent may reasonably require, the holder of such Center Financial Common Stock shall promptly upon surrender thereof be entitled to receive in exchange therefor a Nara Certificate representing that number of whole shares of Nara Common Stock, which such holder has the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions right to receive in respect of such shares (without interest thereon) the Center Financial Common Stock surrendered pursuant to Section 4.2 the provisions of this AgreementArticle II (after taking into account all shares of Center Financial Common Stock then held by such holder), and the Center Financial Common Stock so surrendered shall forthwith be cancelled. To In the extent required by Section 3.5 event of this Agreementa transfer of ownership of Center Financial Common Stock which is not registered in the transfer records of Center Financial, each holder a Nara Certificate representing the proper number of shares of FCB Nara Common Stock may be issued to a transferee if a duly executed letter of transmittal accompanied, in the case of Center Financial Common Stock in certificated form, by the relevant Center Financial Certificate representing such Center Financial Common Stock, is presented to the Exchange Agent, accompanied by all documents required to evidence and outstanding effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Center Financial Certificate and each book entry in respect of Common Stock in book entry form shall be deemed at any time after the Effective Time also shall receive, to represent only the Nara Common Stock into which such shares of Center Financial Common Stock have been converted as provided in this Article II and the right to receive upon such surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Nara Common Stock for exchange Stock, if applicable, as provided in contemplated by this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law2.2.

Exchange Procedures. Promptly after the Effective Time(a) On or before Closing Date, Flag American shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or such other transfer agent or depository or trust institution of recognized standing approved by Flag American (in such capacity, the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected), and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange benefit of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender holders of the certificate or certificates representing such sharesMainStreet Common Certificates, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or i) certificates representing the shares of FCB American Common Stock issuable pursuant to this Article 2, and (ii) cash equal to the aggregate amount of the Cash Consideration issuable pursuant to this Article 2, together with any dividends or distributions with respect thereto and any cash to be paid in lieu of fractional shares without any interest thereon (the “Exchange Fund”), in exchange for exchange certificates representing outstanding shares of MainStreet Common Stock. (b) As promptly as practicable after the Effective Date, American shall cause the Exchange Agent to send to each former stockholder of record of MainStreet immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s MainStreet Common Certificates for the Merger Consideration, as provided for herein. (c) American shall cause the Merger Consideration into which shares of MainStreet Common Stock are converted at the Effective Date, and dividends or distributions which a MainStreet stockholder shall be entitled to receive and any cash to be paid in this Section 4.1 lieu of fractional shares, to be issued and paid to such MainStreet stockholder upon delivery to the Exchange Agent of MainStreet Common Certificates representing such shares of MainStreet Common Stock, together with the transmittal materials duly executed and completed in accordance with the instructions thereto. No interest will accrue or appropriate affidavits be paid on any such cash to be paid pursuant to Sections 2.4 or indemnity agreements in the event such share certificates 2.6. (d) Any MainStreet stockholder whose MainStreet Common Certificates have been lost, mutilated destroyed, stolen or destroyedare otherwise missing shall be entitled to the Merger Consideration, dividends or distributions, and cash in lieu of fractional shares to which such stockholder shall be entitled upon compliance with reasonable conditions imposed by American pursuant to applicable law and as required in accordance with American’s standard policy (including the requirement that the shareholder furnish a surety bond or other customary indemnity). (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of MainStreet for twelve (12) months after the Effective Date shall be returned to American (together with any earnings in respect thereof). The certificate or certificates Any stockholders of FCB MainStreet who have not complied with this Article 2 shall thereafter be entitled to look only to American, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of MainStreet Common Stock so surrendered shall be duly endorsed such stockholder holds as determined pursuant to this Agreement, without any interest thereon. (f) None of the Exchange Agent, either Flag of the parties hereto or any of the American Subsidiaries (as defined herein) or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent MainStreet Subsidiaries (as defined herein) shall be liable to a holder any stockholder of FCB Common Stock MainStreet for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly As soon as practicable after the ------------------- Effective Time, Flag Newco shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to each of the former shareholders Newco Stock Recipients that holds any certificates representing VERITAS Common Stock being exchanged or converted into Newco Common Stock pursuant hereto (collectively, the "CERTIFICATES"): (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as VERITAS and SSI may reasonably specify) and (ii) instructions for use in effecting the surrender thereof of the Certificates in exchange for certificates representing Newco Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the consideration provided in Section 3.1 a certificate representing that number of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of whole shares of FCB Newco Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to shares which such holder may has the right to receive pursuant to the provisions of this Agreement and the Certificate of Merger, and the Certificate so surrendered shall forthwith be otherwise entitled (without interest)canceled. Neither Flag nor Certificates which immediately prior to the Effective Time represented issued and outstanding shares of VERITAS Common Stock do not need to be delivered to the Exchange Agent and, from and after the Effective Time, such certificates shall be obligated deemed to deliver evidence the consideration ownership of an equal number of full shares of Newco Common Stock. In the event of a transfer of ownership of shares of VERITAS Common Stock which is not registered on the transfer records of VERITAS, a certificate representing the proper number of shares of Newco Common Stock may be issued to which any former holder of FCB a transferee, if the Certificate representing such VERITAS Common Stock is entitled presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as a result contemplated by this Section 6.2 and the Certificate of Merger, each Certificate shall be deemed, on and after the Effective Time, to evidence the ownership of the Merger until such holder surrenders his or her certificate or certificates representing the number of full shares of FCB Newco Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event into which such share certificates shares of VERITAS Common Stock shall have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawconverted.

Exchange Procedures. Promptly Each certificate for shares of ML Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the number of whole shares of Sovereign Common Stock for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If shares of Sovereign Common Stock or payments of cash are to be issued or made to a person other than the one in whose name the surrendered certificate is registered, the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the person to whom certificates for shares of Sovereign Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by reason of such issuance or payment to a person other than the registered holder of the certificate for shares of ML Common Stock which are surrendered. As promptly as practicable after the Effective TimeDate, Flag Sovereign shall send or cause the exchange agent selected by Flag (the “Exchange Agent”) to mail be sent to each shareholder of record of ML Common Stock transmittal materials for use in exchanging certificates representing ML Common Stock for certificates representing Sovereign Common Stock into which the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to have been converted in the certificates theretofore Merger. Certificates representing shares of FCB Sovereign Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) and checks for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share shares shall be mailed to former shareholders of Flag ML as soon as reasonably possible but in no event later than fifteen (15) business days following the receipt of certificates representing former shares of ML Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or accompanied by the Exchange Agent may require. Any other provision of this Agreement notwithstandingmaterials referenced herein and delivered by certified mail, neither Flag nor return receipt requested (but in no event earlier than the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsecond business day following the Effective Date).

Exchange Procedures. Promptly Each certificate for shares of Graystone Common Stock delivered for exchange under this Section 1.02(h) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the number of whole shares of Tower Common Stock for which certificates will be issued pursuant to this Section 1.02(h) will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If shares of Tower Common Stock or payments of cash are to be issued or made to a person other than the one in whose name the surrendered certificate is registered, the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the person to whom certificates for shares of Tower Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by reason of such issuance or payment to a person other than the registered holder of the certificate for shares of Graystone Common Stock which are surrendered. As promptly as practicable after the Effective TimeDate, Flag Tower shall send or cause the exchange agent selected by Flag (the “Exchange Agent”) to mail be sent to the former shareholders each shareholder of FCB appropriate record of Graystone Common Stock transmittal materials (for use in exchanging certificates representing Graystone Common Stock for certificates representing Tower Common Stock into which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore Graystone Common Stock have been converted in the Merger. Certificates representing shares of FCB Tower Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) and checks for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share shares shall be mailed to former shareholders of Flag Graystone as soon as reasonably possible but in no event later than twenty (20) business days following the receipt of certificates representing former shares of Graystone Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or accompanied by the Exchange Agent may require. Any other provision of this Agreement notwithstandingmaterials referenced herein and delivered by certified mail, neither Flag nor return receipt requested (but in no event earlier than the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsecond business day following the Effective Date).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders each holder of FCB appropriate record of a Certificate (i) a letter of transmittal materials in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent) and (ii) instructions for effecting the exchange surrender of the FCB Common stock certificates. After the Effective Time, each holder of Certificates in exchange for certificates representing shares of FCB Public Company Common Stock (other than shares to be canceled pursuant to Section 3.3 plus cash in lieu of this Agreement fractional shares, if any, of Public Company Common Stock and any dividends or as to which dissenters’ rights of appraisal have been perfected distributions as provided in Section 3.4 below). Upon surrender of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall promptly upon surrender thereof be entitled to receive in exchange therefor a certificate representing that number of whole shares of Public Company Common Stock which such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, Article II plus cash in lieu of fractional shares pursuant to Section 2.3(c) and any fractional share of Flag Common Stock dividends or distributions then payable pursuant to which such holder may be otherwise entitled (without interestSection 2.3(d). Neither Flag nor , and the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall immediately be duly endorsed as either Flag cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.3(c) and any dividends or distributions pursuant to Section 2.3(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent may requireAgent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Any other provision of Until surrendered as contemplated by this Agreement notwithstandingSection 2.3, neither Flag nor the Exchange Agent each Certificate shall be liable deemed at any time after the Effective Time to a holder represent only the right to receive upon such surrender the certificate representing shares of FCB Public Company Common Stock for any amounts paid or property delivered plus cash in good faith to a public official lieu of fractional shares pursuant to Section 2.3(c) and any applicable abandoned propertydividends or distributions then payable pursuant to Section 2.3(d), escheat or other Lawas contemplated by this Section 2.3.

Exchange Procedures. Promptly Each certificate for shares of JADE Common Stock delivered for exchange under this Section 1.02(f) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the amount of cash payable or the number of shares of PSB Common Stock, as the case may be will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If payments of cash or shares of PSB Common Stock are to be issued or made to a person other than the one in whose name the surrendered certificate is registered, the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the person to whom cash is to be paid or the shares of PSB Common Stock are to be issued shall pay any transfer or other taxes required by reason of such issuance or payment to a person other than the registered holder of the certificate for shares of JADE Common Stock that are surrendered. As promptly as practicable after the Effective TimeDate, Flag PSB shall send or cause to be sent to each shareholder of record of JADE Common Stock transmittal materials for use in exchanging certificates representing JADE Common Stock for cash equal to $13.55 per share of JADE Common Stock canceled in the exchange agent selected by Flag (Merger or PSB Common Stock, as the “Exchange Agent”) to mail case may be. Cash payment shall be mailed to the former shareholders of FCB appropriate transmittal materials JADE as soon as reasonably possible but in no event later than twenty (which shall specify that delivery shall be effected, and risk 20) business days following the receipt of loss and title to the certificates theretofore representing former shares of FCB JADE Common Stock shall passduly endorsed or accompanied by the materials referenced herein and delivered by certified mail, only upon proper delivery of such certificates to return receipt requested (but in no event earlier than the Exchange Agent) for the exchange of the FCB Common stock certificates. After second business day following the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interestDate). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.

Exchange Procedures. Promptly As soon as possible after the Effective TimeTime (but in any event within three Business Days), Flag the Company and the Surviving Company shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to each holder of record of each Stock Certificate that immediately prior to the former shareholders Effective Time evidenced outstanding shares of FCB appropriate Juniper Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 3.1: (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificate shall pass, only upon proper delivery of such certificates pass to the Exchange Agent, only upon delivery of the Stock Certificate to the Exchange Agent, and which letter shall be in such form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Stock Certificate in exchange for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as Merger Consideration to which dissenters’ rights the holder thereof is entitled. Upon surrender of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares a Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably satisfactory to Juniper as may be appointed by the Company, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall promptly upon surrender thereof be entitled to receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions Merger Consideration payable in respect of the shares of Juniper Common Stock previously represented by such shares (without interest thereon) Stock Certificate pursuant to Section 4.2 the provisions of this AgreementArticle III, and the Stock Certificate so surrendered shall forthwith be canceled. To In the extent event of a transfer of ownership of one or more shares of Juniper Common Stock that are not registered in the stock transfer records of Juniper, payment may be made to a person other than the person in whose name the Stock Certificate so surrendered is registered, if such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Stock Certificate or establish to the satisfaction of the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.5 of this Agreement3.2, each holder of shares of FCB Common Stock issued and outstanding Certificate shall be deemed at any time after the Effective Time also shall to evidence only the right to receive, upon surrender of the certificate or certificates representing such sharessurrender, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange Consideration as provided in contemplated by this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law3.2.

Exchange Procedures. Promptly As soon as practicable after the Effective TimeTime of the Merger, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders each holder of FCB appropriate transmittal materials (an outstanding certificate or certificates which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing prior thereto represented shares of FCB Company Common Stock shall passshall, only upon proper delivery of such certificates surrender to the Exchange Agent of such certificate or certificates and acceptance thereof by the Exchange Agent) for , be entitled to a certificate or certificates representing the number of full shares of Company Common Stock, if any, to be retained by the holder thereof pursuant to this Agreement and the amount of cash, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the FCB Common stock certificatesthereof in accordance with normal exchange practices. After the Effective TimeTime of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock which have been converted, in whole or in part, pursuant to this Agreement into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of cash and, if appropriate, certificates for retained Company Common Stock. If any certificate for such retained Company Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such retained Company Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.05(b), each holder of certificate for shares of FCB Company Common Stock (other than shares to shall be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding deemed at any time after the Effective Time shall of the Merger to represent only the right to receive upon such surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required Merger Consideration as contemplated by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate 2.01. No interest will be paid or certificates representing such shares, will accrue on any cash payable as Merger Consideration or in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB retained Company Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawStock.

Exchange Procedures. Promptly after (a) At the Effective TimeDate, Flag the Continuing Corporation shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or depository or trust institution approved by Flag UBSH or FMB (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected), and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange benefit of the FCB Common stock certificates. After holders of the Effective TimeOld FMB Capital Stock Certificates, each holder of shares of FCB certificates representing Continuing Corporation Common Stock (other than “New Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of Continuing Corporation Common Stock, without any interest thereon (the “Exchange Fund”), to be paid pursuant to Article 1 and this Article 2 in exchange for outstanding shares of FMB Capital Stock. (b) As promptly as practicable after the Effective Date, the Continuing Corporation shall cause the Exchange Agent to send to each former stockholder of record of FMB immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s Old FMB Capital Stock Certificates for New Certificates based upon the Capital Stock Exchange Ratios. (c) The Continuing Corporation shall cause the New Certificates for shares of Continuing Corporation Common Stock into which shares of FMB Capital Stock are converted at the Effective Date or dividends or distributions which such stockholder shall be entitled to receive and any cash to be paid in lieu of fractional shares to be canceled pursuant paid to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares stockholder upon delivery to the Exchange Agent of Old FMB Capital Stock Certificates, 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 cash to be paid pursuant to Section 2.5. (d) Any portion of the Exchange Fund that remains unclaimed by the stockholders of FMB for six months after the Effective Date shall promptly upon surrender thereof receive be returned to the Continuing Corporation (together with any dividends or earnings in exchange therefor respect thereof). Any former stockholders of FMB who have not complied with this Article 2 shall thereafter be entitled to look only to the Continuing Corporation, and only as a general creditor thereof, for payment of the consideration provided deliverable in Section 3.1 respect of each share of FMB Capital Stock such stockholder holds as determined pursuant to this Agreement, together with all undelivered dividends or distributions in respect of such shares (without any interest thereon. (e) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender None of the certificate or certificates representing such sharesExchange Agent, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his parties hereto or her certificate or certificates representing the shares any of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent their respective Subsidiaries shall be liable to a holder any stockholder of FCB Common Stock FMB for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly (a) The Surviving Corporation shall designate its transfer agent to act as the "Exchange Agent" under this Plan. As soon as is practicable after the Effective TimeDate, Flag the Exchange Agent shall cause mail or deliver, to each record holder of an outstanding certificate that immediately before the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Effective Date represented shares of FCB CTC Common Stock shall passStock, only upon proper delivery instructions for use in effecting the surrender of such certificates certificate to the Exchange Agent) for . Upon the exchange surrender of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the such certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreementaccordance with such instructions, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver exchange such certificate for a new certificate representing such number of shares of the consideration to which any former holder of FCB Surviving Corporation Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing into which the shares of FCB CTC Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event represented by such share certificates certificate have been lostconverted in accordance with this Agreement, mutilated which shall be promptly delivered to the holder thereof (or destroyedin accordance with instructions provided by the holder thereof). The In addition, upon the surrender by NCO of each outstanding certificate or certificates that immediately before the Effective Date represented shares of FCB Portfolio Common Stock so surrendered shall be duly endorsed as either Flag or to the Exchange Agent may require. Any other provision of this Agreement notwithstandingAgent, neither Flag nor the Exchange Agent shall be liable to exchange such certificate(s) for a holder new certificate(s) representing such number of FCB shares of the Surviving Corporation Common Stock into which the shares of Portfolio Common Stock represented by such certificate(s) have been converted in accordance with this Agreement, which shall be promptly delivered to NCO. Until surrendered in accordance with the foregoing, each outstanding certificate that immediately before the Effective Date represented shares of CTC Common Stock or Portfolio Common Stock, as the case may be, shall be deemed to evidence ownership of the number of shares of Surviving Corporation Common Stock into which the shares of CTC Common Stock or Portfolio Common Stock, as the case may be, represented by such certificate(s) have been converted in accordance with this Agreement. (b) Anything in this Section 2.12 to the contrary notwithstanding, the number of shares of Surviving Corporation Common Stock initially distributable under Subsection (a) hereof shall be proportionately reduced by the number of shares of Surviving Corporation Common Stock required to be put in the Reserves under Section 4.11(c) of the Plan. (c) To the extent additional shares of Surviving Corporation Common Stock become available for any amounts paid distribution to former CTC shareholders after the Closing Date either due to the fact that the ownership percentage of NCO as set forth in Section 2.7 hereof has been reduced below 60% and/or shares become available for distribution from those shares of Surviving Corporation Common Stock originally put in the Reserves under Section 4.11(c) of the Plan, the Exchange Agent shall make one or property delivered in good faith more subsequent distributions to a public official the former CTC Shareholders who surrendered CTC stock certificates pursuant to any applicable abandoned property, escheat or other LawSubsection (a) above.

Exchange Procedures. Promptly after At the Merger Effective Time, Flag Holdings shall issue all Holdings Common Shares to be issued as the Per Share Merger Consideration. As soon as practicable after the Merger Effective Time (and in no event later than five (5) Business Days after the Merger Effective Time), Holdings shall cause the exchange agent selected by Flag (the “Exchange Agent”) Transfer Agent to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares record of FCB Common Stock (other than shares to be canceled SPAC Shares which were converted pursuant to Section 3.3 1.6(b) into the Per Share Merger Consideration instructions for use in effecting the surrender of this Agreement the SPAC Shares in exchange for the Per Share Merger Consideration in a form acceptable to the Company. Upon receipt of an “agent’s message” by the Transfer Agent (or such other evidence, if any, of transfer as the Transfer Agent may reasonably request), the holder of a SPAC Share which was converted pursuant to Section 1.6(b) into the Per Share Merger Consideration shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the Per Share Merger Consideration in book-entry form, without interest (subject to any applicable withholding Tax), for each SPAC Share surrendered. The Holdings Common Shares to be delivered as the Per Share Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the customary procedures of DTC, unless a physical Holdings Common Share is required by applicable Law, in which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued case Holdings and outstanding at the Effective Time Company shall surrender jointly cause the certificate or Transfer Agent to promptly send certificates representing such shares Holdings Common Shares to such holder. If payment of the Exchange Agent and shall promptly upon surrender thereof receive Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered SPAC Share in exchange therefor is registered, it shall be a condition of payment that (i) the consideration provided Person requesting such exchange present proper evidence of transfer or shall otherwise be in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of proper form for transfer and (ii) the Person requesting such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent payment shall have paid any transfer and other Taxes required by Section 3.5 reason of this Agreement, each the payment of the Per Share Merger Consideration to a Person other than the registered holder of shares SPAC Share surrendered or shall have established to the reasonable satisfaction of FCB Common Stock issued Holdings and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing Company that such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have Tax either has been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawis not applicable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause mail to each holder of record of a certificate or certificates which immediately prior to the exchange agent selected by Flag Effective Time represented outstanding shares of Citicorp Common Stock or Citicorp Preferred Stock (the “Exchange Agent”"Certificates") whose shares were converted into the right to mail receive the Merger Consideration or shares of Travelers Preferred Stock, as applicable, pursuant to the former shareholders Section 2.01, (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Travelers and Citicorp may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration or shares of Travelers Preferred Stock, as applicable. Upon surrender thereof of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Travelers Common Stock or Travelers Preferred Stock which such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this AgreementArticle II, together with all undelivered certain dividends or other distributions in respect of such shares (without interest thereonaccordance with Section 2.02(c) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Travelers Common Stock to which such holder may be otherwise entitled (without interestin accordance with Section 2.02(e). Neither Flag nor , and the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall forthwith be duly cancelled. In the event of a transfer of ownership of Citicorp Common Stock or Citicorp Preferred Stock which is not registered in the transfer records of Citicorp, a certificate representing the proper number of shares of Travelers Common Stock or Travelers Preferred Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such issuance pays any transfer or other taxes required by reason of the issuance of shares of Travelers Common Stock or Travelers Preferred Stock to a person other than the registered holder of such Certificate or establishes to the satisfaction of Travelers that such tax has been paid or is not applicable. Until surrendered as either Flag contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Travelers Preferred Stock, as applicable, which the Exchange Agent may require. Any other provision holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Agreement notwithstandingArticle II, neither Flag nor the Exchange Agent certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Travelers Common Stock in accordance with Section 2.02(e). No interest shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith will accrue on any cash payable to a public official holders of Certificates pursuant to any applicable abandoned property, escheat or other Lawthe provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Topco Effective Time, Flag the Exchange Agent shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to each holder of record of shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock immediately prior to the former shareholders Topco Effective Time whose shares were converted into the right to receive shares of FCB appropriate AMB Common Stock and AMB New Preferred Stock pursuant to Section 2.1, (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock ProLogis Certificates shall pass, only upon proper delivery of such certificates the ProLogis Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as AMB and ProLogis may reasonably specify) and (ii) instructions for use in effecting the exchange surrender of the FCB Common stock certificates. After the Effective Time, each holder of ProLogis Certificates in exchange for certificates representing shares of FCB AMB Common Stock (other than shares to be canceled pursuant to Section 3.3 and AMB New Preferred Stock. Upon surrender of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares a ProLogis Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as the Exchange Agent may reasonably require, the holder of such ProLogis Certificate shall promptly upon surrender thereof be entitled to receive in exchange therefor a certificate representing that number of whole shares of AMB Common Stock and AMB New Preferred Stock which such holder has the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions right to receive in respect of such shares (without interest thereon) the ProLogis Certificate surrendered pursuant to Section 4.2 the provisions of this AgreementArticle II (after taking into account all shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock then held by such holder), and the ProLogis Certificate so surrendered shall forthwith be cancelled. To In the extent required by Section 3.5 event of this Agreementa transfer of ownership of ProLogis Common Shares or ProLogis Preferred Shares which is not registered in the transfer records of ProLogis or a transfer of ownership of New Pumpkin Common Stock or New Pumpkin Preferred Stock which is not registered in the transfer records of New Pumpkin, each holder a certificate representing the proper number of shares of FCB AMB Common Stock and AMB New Preferred Stock, as applicable, may be issued to a transferee if the ProLogis Certificate representing the applicable New Pumpkin Common Stock or New Pumpkin Preferred Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and outstanding effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each ProLogis Certificate shall be deemed at any time after the Topco Effective Time also shall receive, to represent only the right to receive AMB Common Stock or AMB New Preferred Stock into which the shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock represented by such ProLogis Certificate have been converted as provided in this Article II and the right to receive upon such surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share shares of Flag AMB Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law2.2.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause mail to each holder of record of a certificate or certificates which immediately prior to the exchange agent selected by Flag Effective Time represented outstanding shares of i-Cube Common Stock (the “Exchange Agent”"Certificates") whose shares were converted into the right to mail receive the Merger Consideration pursuant to the former shareholders Section 2.01, (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Razorfish and i-Cube may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender thereof of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall receive in exchange therefor a certificate representing that number of whole shares of Razorfish Common Stock which such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this AgreementArticle II, together with all undelivered certain dividends or other distributions in respect of such shares (without interest thereonaccordance with Section 2.02(c) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Razorfish Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of i-Cube Common Stock which is not registered in the transfer records of i-Cube, a certificate representing the proper number of shares of Razorfish Common Stock may be issued to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Razorfish Common Stock to which a person other than the registered holder of such holder may be otherwise entitled (without interestCertificate or establish to the satisfaction of Razorfish that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b). Neither Flag nor the Exchange Agent , each Certificate shall be obligated deemed at any time after the Effective Time to deliver represent only the consideration right to which receive upon such surrender the Merger Consideration and any former holder cash in lieu of FCB fractional shares of Razorfish Common Stock is entitled as a result to be issued or paid in consideration therefor upon surrender of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in accordance with this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed2.02. The certificate or certificates of FCB Common Stock so surrendered No interest shall be duly endorsed as either Flag paid or will accrue on any cash payable to holders of Certificates pursuant to the Exchange Agent may require. Any other provision provisions of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawArticle II.

Exchange Procedures. Promptly after (a) The Holding Company shall designate an exchange agent, reasonably acceptable to the Company, to act as agent (the "Exchange Agent") for purposes of conducting the exchange procedure as described herein. No later than seven business days following the Effective Time, Flag the Holding Company shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the former shareholders Effective Time represented issued and outstanding shares of FCB appropriate Company Common Stock (i) a notice and letter of transmittal materials (which shall specify that delivery shall be effected, effected and risk of loss and title to the certificates theretofore representing shares of FCB Company Common Stock shall pass, pass only upon proper delivery of such certificates to the Exchange Agent) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock in exchange for the exchange consideration set forth in Section 2.3 hereof deliverable in respect thereof pursuant to this Agreement. (b) At the Effective Time, the Holding Company shall issue to the Exchange Agent the number of shares of Holding Company Common Stock issuable in the Merger, which shall be held by the Exchange Agent in trust for the holders of Company Common Stock, as well as an amount of cash sufficient to fund any amounts to be distributed pursuant to Section 2.5 hereof. The Exchange Agent shall promptly distribute Holding Company Common Stock (and cash in lieu of fractional shares pursuant to Section 2.5 hereof) as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Holding Company Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the FCB persons entitled thereto. (c) Each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common stock certificatesStock who surrenders such certificate or certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of Holding Company Common Stock into which the aggregate number of shares of company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement and any other distribution theretofore paid with respect to Holding Company Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding certificate which prior to the Effective Time represented Company Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of Holding Company Common Stock into which the aggregate number of shares of Company Common Stock previously represented by such certificate shall have been converted pursuant to the terms of this Agreement. After the Effective Time, each holder there shall be no further transfer on the records of the Company of certificates representing shares of FCB Company Common Stock (other than shares and if such certificates are presented to the Company for transfer, they shall be canceled pursuant to Section 3.3 cancelled against delivery of this Agreement or certificates for Holding Company Common Stock and cash as to hereinabove provided. No dividends which dissenters’ rights of appraisal have been perfected as provided in declared will be remitted to any person entitled to receive shares of Holding Company Common Stock under this Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender 2.7 until such person surrenders the certificate or certificates representing Company Common Stock, at which time such shares dividends shall be remitted to the Exchange Agent and such person, without interest. (d) The Holding Company shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant not be obligated to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the deliver a certificate or certificates representing such shares, cash in lieu shares of any fractional share of Flag Holding Company Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former a holder of FCB Company Common Stock is would otherwise be entitled as a result of the Merger until such holder surrenders his or her the certificate or certificates representing the shares of FCB Company Common Stock for exchange as provided in this Section 4.1 or 2.7, or, in default thereof, an appropriate affidavits or affidavit of loss and indemnity agreements agreement and/or a bond as may be required in each case by the event such share Holding Company. If any certificates have been lost, mutilated or destroyed. The certificate or certificates evidencing shares of FCB Holding Company Common Stock are to be issued in a name other than that in which the certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be duly properly endorsed as either Flag or accompanied by an executed form of assignment separate from the certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent may require. Any any transfer or other provision tax required by reason of this Agreement notwithstanding, neither Flag nor the issuance of a certificate for shares of Holding Company Common Stock in any name other than that of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the shares of Holding Company Common Stock delivered to the Exchange Agent by the Holding Company pursuant to Section 2.7(b) that remains unclaimed by the shareholders of Company for six months after the Effective Time shall be delivered by the Exchange Agent to the Holding Company. Any shareholders of the Company who have not theretofore complied with Section 2.7(c) shall thereafter look only to the Holding Company for the consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Holding Company Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Holding Company (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to a any holder of FCB Company Common Stock represented by any certificate for any amounts consideration paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws. The Holding Company and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company 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, the Holding Company and the 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.

Exchange Procedures. Promptly (a) At and after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore each certificate representing shares of FCB LSB Common Stock shall pass, represent only upon proper delivery the right to receive the Merger Consideration in accordance with the terms of such certificates this Agreement. (b) At or prior to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As promptly as practicable after the Effective Time, but in no event more than five (5) business days thereafter, ONB shall mail to each holder of LSB Common Stock a letter of transmittal providing instructions as to the transmittal to ONB of certificates representing shares of FCB LSB Common Stock and the issuance of shares of ONB Common Stock in exchange therefor pursuant to the terms of this Agreement. (c) ONB shall cause a statement of ownership of book-entry shares representing that number of shares of ONB Common Stock (including fractional shares) that each holder of LSB Common Stock has the right to receive pursuant to Section 2.01 and a check in the amount of any Cash Consideration and dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of certificates representing such shares of LSB Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to ONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as in the form and substance satisfactory to ONB. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or other distributions on ONB Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of LSB Common Stock converted in the Merger into the right to receive shares of such ONB Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 2.03. After becoming so entitled in accordance with this Section 2.03, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ONB Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of LSB shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of LSB of any shares of LSB Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.03. (f) ONB shall be entitled to rely upon LSB’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the 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, ONB shall be entitled to deposit any 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 ONB, the posting by such Person of a bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, ONB will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of LSB Common Stock that are held as treasury stock of LSB or owned by ONB (other than shares to held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent cancelled and shall promptly upon surrender thereof receive in exchange therefor the cease to exist and no stock of LSB or other consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated exchanged therefor. (i) Notwithstanding the foregoing, no party hereto shall be liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB LSB Common Stock for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause the exchange agent selected by Flag mail to each holder of record of a Millennium Certificate (the each a “Exchange AgentCertificate”) whose shares have been converted into the right to mail receive shares of Lyondell Common Stock pursuant to the former shareholders Section 4.1 (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon surrender thereof receive be in exchange therefor such form and have such other provisions as Millennium and Lyondell may reasonably specify), and (ii) instructions for use in effecting the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu Certificates and for receipt of any fractional share of Flag Common Stock the Lyondell Certificates to which such holder may be otherwise is entitled (without interest)set forth in this Article 4. Neither Flag nor Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be obligated entitled to deliver the consideration to which any former holder receive a Lyondell Certificate representing that number of FCB shares of Lyondell Common Stock is entitled as a result of the Merger until which such holder surrenders his or her certificate or certificates representing has the shares right to receive pursuant to the provisions of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in Article 4, and the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall forthwith be duly endorsed as either Flag or canceled. In the Exchange Agent event of a transfer of ownership of shares of Millennium Common Stock not registered in the transfer records of Millennium, a Lyondell Certificate representing the proper number of shares of Lyondell Common Stock may require. Any be issued to a person other provision of this Agreement notwithstanding, neither Flag nor than the Exchange Agent person in whose name the Certificate so surrendered is registered if such Certificate shall be liable properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other non-income taxes required by reason of the issuance of shares of Lyondell Common Stock to a person other than the registered holder of FCB such Certificate or establish to the satisfaction of Lyondell that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Lyondell Certificates representing the number of shares of Lyondell Common Stock for any amounts paid or property delivered in good faith which the holder has the right to a public official receive pursuant to any applicable abandoned property, escheat or other Lawthis Article 4.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag shall cause the Coastal's exchange agent selected by Flag (the “Exchange Agent”) to shall mail to the former shareholders of FCB First Capital appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB First Capital Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificatesagent). After the Effective Time, each holder of shares of FCB First Capital Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ ' rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent exchange agent and shall promptly upon as soon as reasonably practicable after surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB First Capital Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Coastal Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent Coastal shall not be obligated to deliver the consideration to which any former holder of FCB First Capital Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB First Capital Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed4.1. The certificate or certificates of FCB First Capital Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent Coastal may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent Coastal shall not be liable to a holder of FCB First Capital Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other property Law.

Exchange Procedures. Promptly after (a) On or before the Effective TimeClosing Date, Flag American shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or such other transfer agent or depository or trust institution of recognized standing approved by Flag American (in such capacity, the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected), and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange benefit of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender holders of the certificate or certificates representing such sharesMainStreet Common Certificates, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or i) certificates representing the shares of FCB American Common Stock issuable pursuant to this Article 2, and (ii) cash equal to the aggregate amount of the Cash Consideration issuable pursuant to this Article 2, together with any dividends or distributions with respect thereto and any cash to be paid in lieu of fractional shares without any interest thereon (the “Exchange Fund”), in exchange for exchange certificates representing outstanding shares of MainStreet Common Stock. (b) As promptly as practicable after the Effective Date, American shall cause the Exchange Agent to send to each former stockholder of record of MainStreet immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s MainStreet Common Certificates for the Merger Consideration, as provided for herein. (c) American shall cause the Merger Consideration into which shares of MainStreet Common Stock are converted at the Effective Date or dividends or distributions which such stockholder shall be entitled to receive and any cash to be paid in this Section 4.1 lieu of fractional shares to be issued and paid to such stockholder upon delivery to the Exchange Agent of MainStreet Common Certificates representing such shares of MainStreet Common Stock, together with the transmittal materials duly executed and completed in accordance with the instructions thereto. No interest will accrue or appropriate affidavits be paid on any such cash to be paid pursuant to Sections 2.4 or indemnity agreements in the event such share certificates 2.6. (d) Any MainStreet stockholder whose MainStreet Common Certificates have been lost, mutilated destroyed, stolen or destroyedare otherwise missing shall be entitled to the Merger Consideration, dividends or distributions, and cash in lieu of fractional shares to which such stockholder shall be entitled upon compliance with reasonable conditions imposed by American pursuant to applicable law and as required in accordance with American’s standard policy (including the requirement that the shareholder furnish a surety bond or other customary indemnity). (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of MainStreet for six (6) months after the Effective Date shall be returned to American (together with any earnings in respect thereof). The certificate or certificates Any stockholders of FCB MainStreet who have not complied with this Article 2 shall thereafter be entitled to look only to American, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of MainStreet Common Stock so surrendered shall be duly endorsed such stockholder holds as either Flag determined pursuant to this Agreement, without any interest thereon. (f) None of the Exchange Agent, American, MainStreet or any of the American Subsidiaries or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor MainStreet Subsidiaries (as such terms are defined in the Exchange Agent Agreement) shall be liable to a holder any stockholder of FCB Common Stock MainStreet for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly On or as soon as practicable after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”i) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates Humboldt will deliver to the Exchange Agent: (i) certificates representing the number of shares of Humboldt Common Stock issuable in the Merger; and (ii) cash for the exchange payout of fractional shares. 2.8.1 Upon surrender to the Exchange Agent for cancellation of one or more certificates for shares of Tehama Common Stock ("Tehama Certificates"), accompanied by a duly executed letter of transmittal in proper form, the Exchange Agent shall, as promptly as practicable thereafter, deliver to each holder of such surrendered Tehama Certificates, certificates representing the appropriate number of shares of Humboldt Common Stock ("New Certificates") and/or checks for payment of cash in lieu of fractional shares, in respect of the FCB Tehama Certificates. In no event shall the holders of Tehama Certificates be entitled to receive interest on cash amounts due them hereunder. 2.8.2 Until a Tehama Certificate has been surrendered and exchanged as herein provided, each share of Tehama Common stock certificates. After Stock represented by such Tehama Certificate shall represent, on and after the Effective Time, the right to receive the Conversion Rate into which each holder such share of Tehama Common Stock shown thereon has been converted as provided by Section 2.6, including the right to vote such shares of FCB Humboldt Common Stock. No dividends or other distributions that are declared on any shares of Humboldt Common Stock (other than into which any shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal Tehama Common Stock have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding converted at the Effective Time shall surrender be paid to the holder of such Tehama shares until the Tehama Certificates evidencing such Tehama shares have been surrendered in exchange for New Certificates in the manner herein provided, but upon such surrender, such dividends or other distributions, from and after the Effective Time, will be paid to such holders. In no event shall the holders entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. 2.8.3 No transfer taxes shall be payable by any shareholder in respect to the issuance of New Certificates, except that if any New Certificate is to be issued in a name other than that in which the Tehama Certificates surrendered shall have been registered, it shall be a condition of such issuance that the holder requesting such issuance shall properly endorse the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant pay to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag Humboldt or the Exchange Agent may require. Any other provision any transfer taxes payable by reason thereof, or of this Agreement notwithstandingany prior transfer of such surrendered certificate, neither Flag nor or establish to the satisfaction of Humboldt or the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts that such taxes have been paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Laware not payable.

Exchange Procedures. Promptly Each certificate for shares of FBKP Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the number of whole shares of PSB Common Stock for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If shares of PSB Common Stock or payments of cash are to be issued or made to a person other than the one in whose name the surrendered certificate is registered, the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the person to whom certificates for shares of PSB Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by reason of such issuance or payment to a person other than the registered holder of the certificate for shares of FBKP Common Stock which are surrendered. As promptly as practicable after the Effective TimeDate, Flag PSB shall send or cause the exchange agent selected by Flag (the “Exchange Agent”) to mail be sent to each shareholder of record of FBKP Common Stock transmittal materials for use in exchanging certificates representing FBKP Common Stock for certificates representing PSB Common Stock into which the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to have been converted in the certificates theretofore Merger. Certificates representing shares of FCB PSB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) and checks for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share shares shall be mailed to former shareholders of Flag FBKP as soon as reasonably possible but in no event later than thirty (30) business days following the receipt of certificates representing former shares of FBKP Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or accompanied by the Exchange Agent may require. Any other provision of this Agreement notwithstandingmaterials referenced herein and delivered by certified mail, neither Flag nor return receipt requested (but in no event earlier than the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsecond business day following the Effective Date).

Exchange Procedures. Promptly (a) On or before the Closing Date (as defined in the Agreement), BRBS shall deposit, or shall cause to be deposited, with its transfer agent or such other transfer agent or depository or trust institution of recognized standing approved by BRBS and reasonably acceptable to FVCB (in such capacity, the “Exchange Agent”), for the benefit of the holders of the FVCB Common Certificates and FVCB Book-Entry Shares, at the election of BRBS, either certificates representing the shares of Continuing Corporation Common Stock or non-certificated shares of Continuing Corporation Common Stock (or a combination) issuable pursuant to this Article 2, together with an amount of cash sufficient to pay any dividends or distributions with respect thereto and any cash to be paid in lieu of fractional shares without any interest thereon (the “Exchange Fund”), in exchange for FVCB Common Certificates and FVCB Book-Entry Shares. (b) As promptly as practicable after the Effective Time, Flag the Continuing Corporation shall cause the exchange agent selected by Flag (Exchange Agent to send to each former shareholder of record of FVCB Common Stock immediately before the “Exchange Agent”) to mail to the former shareholders of FCB appropriate Effective Time customary transmittal materials for use in exchanging such shareholder’s FVCB Common Certificates or FVCB Book-Entry Shares for the Merger Consideration. (c) The Continuing Corporation shall cause the Merger Consideration into which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB FVCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After are converted at the Effective Time, each holder and dividends or distributions that a FVCB shareholder shall be entitled to receive, to be issued and paid to such FVCB shareholder upon proper surrender to the Exchange Agent of FVCB Common Certificates and FVCB Book-Entry Shares representing such shares of FCB FVCB Common Stock (other than shares Stock, together with the transmittal materials duly executed and completed in accordance with the instructions thereto. No interest will accrue or be paid on any cash to be canceled paid pursuant to Section 3.3 of this Agreement 2.4 or as to which dissenters’ rights of appraisal Section 2.6. (d) Any FVCB shareholder whose FVCB Common Certificates or FVCB Book-Entry Shares have been perfected lost, destroyed, stolen or are otherwise missing shall be entitled to the Merger Consideration, dividends or distributions upon compliance with reasonable conditions imposed by the Continuing Corporation pursuant to applicable law and as provided required in Section 3.4 accordance with the Continuing Corporation’s and the Exchange Agent’s respective standard policies (including the requirement that the shareholder furnish a surety bond or other customary indemnity). (e) Any portion of this Agreementthe Exchange Fund that remains unclaimed by the shareholders of FVCB for twelve (12) issued and outstanding at months after the Effective Time shall surrender the certificate or certificates representing such shares be returned to the Exchange Agent and Continuing Corporation (together with any earnings in respect thereof) for the benefit of such shareholders. Any shareholders of FVCB who have not complied with this Article 2 shall promptly upon surrender thereof receive in exchange therefor thereafter be entitled to look only to the Continuing Corporation for payment of the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions deliverable in respect of each share of FVCB Common Stock such shares (shareholder holds as determined pursuant to this Plan of Merger, without any interest thereon. (f) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender None of the certificate or certificates representing such sharesExchange Agent, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result either of the Merger until such holder surrenders his parties hereto, any Subsidiaries of BRBS or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lostFVCB, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag respectively, or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent Continuing Corporation shall be liable to a holder any shareholder of FCB Common Stock FVCB for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly (a) At and after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore each certificate representing shares of FCB Monroe Common Stock shall pass, represent only upon proper delivery the right to receive the Merger Consideration in accordance with the terms of such certificates this Agreement. (b) At or prior to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As promptly as practicable after the Effective Time, but in no event more than five business days thereafter, ONB shall mail to each holder of Monroe Common Stock a letter of transmittal providing instructions as to the transmittal to ONB of certificates representing shares of FCB Monroe Common Stock and the issuance of shares of ONB Common Stock in exchange therefor pursuant to the terms of this Agreement. (c) ONB shall cause a certificate representing that number of whole shares of ONB Common Stock that each holder of Monroe Common Stock has the right to receive pursuant to Section 2.01 and a check in the amount of any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of certificates representing such shares of Monroe Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to ONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as in the form and substance satisfactory to ONB. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or other distributions on ONB Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of Monroe Common Stock converted in the Merger into the right to receive shares of such ONB Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 2.04. After becoming so entitled in accordance with this Section 2.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ONB Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of Monroe shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of Monroe of any shares of Monroe Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.04. (f) ONB shall be entitled to rely upon Monroe’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the 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, ONB shall be entitled to deposit any 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 ONB, the posting by such Person of a bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, ONB will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Monroe Common Stock that are held as treasury stock of Monroe or owned by ONB (other than shares to held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent cancelled and shall promptly upon surrender thereof receive in exchange therefor the cease to exist and no stock of Monroe or other consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated exchanged therefor. (i) Notwithstanding the foregoing, no party hereto shall be liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Monroe Common Stock for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Surviving Corporation shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to each holder of record of a certificate or certificates which immediately prior to the former shareholders Effective Time represented outstanding shares of FCB appropriate Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1, (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender thereof of the Certificates in exchange for certificates representing shares of Acquiror Common Stock and cash in lieu of any fractional share. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Acquiror Common Stock, and cash in lieu of any fractional share, which such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this AgreementArticle II, together with all undelivered dividends or distributions and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in respect the transfer records of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this AgreementCompany, each holder a certificate representing the proper number of shares of FCB Acquiror Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance and payment shall pay any transfer or other taxes required by reason of Flag the issuance of shares of Acquiror Common Stock and payment of cash in lieu of any fractional share to which a person other than the registered holder of such holder may be otherwise entitled (without interest)Certificate or establish to the satisfaction of Acquiror that such tax has been paid or is not applicable. Neither Flag nor the Exchange Agent Until surrendered as contemplated by this Section 2.2, each Certificate shall be obligated deemed at any time after the Effective Time to deliver represent only the consideration right to which any former holder receive upon such surrender the certificate representing shares of FCB Acquiror Common Stock is entitled as a result and cash in lieu of the Merger until such holder surrenders his or her certificate or certificates representing the any fractional shares of FCB Acquiror Common Stock for exchange as provided in contemplated by this Section 4.1 2.2. No interest will be paid or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates will accrue on any shares of FCB Acquiror Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision cash payable in lieu of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder any fractional shares of FCB Acquiror Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawStock.

Exchange Procedures. Promptly and as soon as practicable after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and an outstanding at the Effective Time shall surrender the certificate or certificates representing such shares which prior thereto represented Shares shall, upon surrender to the Exchange Agent of such certificate or certificates and shall promptly upon surrender acceptance thereof receive in exchange therefor by the consideration provided in Section 3.1 Exchange Agent, be entitled to certificates representing the number of full shares of Parent Common Stock, if any, to be received by the holder thereof pursuant to this AgreementAgreement and the amount of cash, together with all undelivered dividends or distributions in respect if any, which the holder of such shares (without interest thereon) has the right to receive pursuant to Section 4.2 of this Agreement. To Agreement and the extent required by Section 3.5 of this Agreementcash, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receiveif any, upon surrender of the certificate or certificates representing such shares, cash payable in lieu of any fractional share of Flag Common Stock shares, subject to which the escrow provided for in Section 2.05. The Exchange Agent shall accept such holder may be otherwise entitled (without interest). Neither Flag nor certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be obligated no further transfer on the records of the Company or its transfer agent of certificates representing Shares which have been converted pursuant to deliver this Agreement into the consideration right to which receive the Merger Consideration, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of Parent Common Stock, as the case may be. If any former holder of FCB certificate for such Parent Common Stock is entitled as to be issued in, or if cash is to be remitted to, a result of name other than that in which the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for Shares surrendered for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in is registered, it shall be a condition of such exchange that the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Parent or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such Shares in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered as either Flag or contemplated by this Section 2.03(b), each certificate for Shares which have been converted into the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor right to receive the Exchange Agent Merger Consideration shall be liable deemed at any time after the Effective Time to a holder of FCB Common Stock for any amounts represent only the right to receive upon such surrender the Merger Consideration as contemplated by and determined in accordance with Sections 2.01 and 2.02. No interest will be paid or property delivered will accrue on any cash payable as Merger Consideration or in good faith to a public official pursuant to lieu of any applicable abandoned property, escheat or other Lawfractional shares of Parent Common Stock.

Exchange Procedures. Promptly Each certificate for shares of Bankers Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the number of whole shares of Sovereign Common Stock for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If shares of Sovereign Common Stock or payments of cash are to be issued or made to a person other than the one in whose name the surrendered certificate is registered, the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the person to whom certificates for shares of Sovereign Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by reason of such issuance or payment to a person other than the registered holder of the certificate for shares of Bankers Common Stock which are surrendered. As promptly as practicable after the Effective TimeDate, Flag Sovereign shall send or cause the exchange agent selected by Flag (the “Exchange Agent”) to mail be sent to each shareholder of record of Bankers Common Stock transmittal materials for use in exchanging certificates representing Bankers Common Stock for certificates representing Sovereign Common Stock into which the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to have been converted in the certificates theretofore Merger. Certificates representing shares of FCB Sovereign Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) and checks for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share shares shall be mailed to former shareholders of Flag Bankers as soon as reasonably possible but in no event later than fifteen (15) business days following the receipt of certificates representing former shares of Bankers Common Stock (except in the case of share certificates containing a restrictive legend or with respect to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be stop transfer instructions pertain) duly endorsed as either Flag or accompanied by the Exchange Agent may require. Any other provision of this Agreement notwithstandingmaterials referenced herein and delivered by certified mail, neither Flag nor return receipt requested (but in no event earlier than the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsecond business day following the Effective Date).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause mail to each holder of record of a certificate or certificates that immediately prior to the exchange agent selected by Flag Effective Time represented outstanding shares of Company Common Stock (the “Exchange Agent”"Certificates") whose shares were converted pursuant to mail Section 1.2 into the right to the former shareholders receive shares of FCB appropriate Parent Common Stock (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender thereof of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock that such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this AgreementArticle I, together with all undelivered dividends or distributions and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in respect the transfer records of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this AgreementCompany, each holder a certificate representing the proper number of shares of FCB Parent Common Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and outstanding effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.3, each Certificate shall be deemed at any time after the Effective Time also shall receive, to represent only the right to receive upon such surrender of the certificate or certificates representing such shares, shares of Parent Common Stock and cash in lieu of any fractional share shares of Flag Parent Common Stock to which such holder may be otherwise entitled (without interest)as contemplated by this Section 1.3. Neither Flag nor the Exchange Agent Lost and mutilated shares of Company Common Stock shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements treated in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed same manner as either Flag or they are currently treated by the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawCompany.

Exchange Procedures. Promptly As soon as reasonably practicable either before or after the Effective Time, Flag shall cause but in any event no later than 15 business days after the exchange agent selected by Flag (Effective Time, HUBCO will instruct the “Exchange Agent”) Agent to mail to each holder of record of a certificate or certificates which immediately prior to the former shareholders Effective Time evidenced outstanding shares of FCB appropriate CFHC Common Stock (the "Certificates"), (i) a letter of transmittal materials (the form and substance of which is reasonably agreed to by HUBCO and CFHC prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and which shall promptly upon have such other provisions as HUBCO may reasonably specify) and (ii) instructions for effecting the surrender thereof of the Certificates in exchange for certificates evidencing shares of HUBCO Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates evidencing that number of whole shares of HUBCO Common Stock which such holder has the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions right to receive in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB CFHC Common Stock issued formerly evidenced by such Certificate in accordance with Section 2.1 and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, (y) cash in lieu of any fractional share shares of Flag HUBCO Common Stock to which such holder may be otherwise entitled pursuant to Section 2.2(e) (without interest)the shares of HUBCO Common Stock and cash described in clauses (x) and (y) being collectively referred to as the "Merger Consideration") and the Certificates so surrendered shall forthwith be canceled. Neither Flag nor In the Exchange Agent shall event of a transfer of ownership of shares of CFHC Common Stock which is not registered in the transfer records of CFHC, a certificate evidencing the proper number of shares of HUBCO Common Stock and/or cash may be obligated issued and/or paid in accordance with this Article II to deliver a transferee if the consideration to which any former holder Certificate evidencing such shares of FCB CFHC Common Stock is entitled presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as a result of contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawConsideration.

Exchange Procedures. Promptly after (a) At the Effective TimeDate, Flag ANB shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or such other transfer agent or depository or trust institution of recognized standing approved by Flag ANB and MFC (in such capacity, the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected), and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange benefit of the FCB holders of (i) the MFC Common stock certificates. After the Effective TimeCertificates, each holder of shares of FCB certificates representing ANB Common Stock (other than “ANB Common Certificates”), and (ii) the MFC Preferred Certificates, certificates representing ANB Series A Preferred Stock (“ANB Preferred Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of ANB Common Stock, without any interest thereon (the “Exchange Fund”), to be paid pursuant to this Article 2 in exchange for outstanding shares of MFC Capital Stock. (b) As promptly as practicable after the Effective Date, ANB shall cause the Exchange Agent to send to each former stockholder of record of MFC immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s (i) MFC Common Certificates for ANB Common Certificates based upon the Exchange Ratio, or (ii) MFC Preferred Certificates for ANB Preferred Certificates as provided for herein. (c) ANB shall cause the ANB Common Certificates for shares of ANB Common Stock and the ANB Preferred Certificates for shares of ANB Series A Preferred Stock into which shares of MFC Capital Stock are converted at the Effective Date or dividends or distributions which such stockholder shall be entitled to receive and any cash to be paid in lieu of fractional shares to be canceled pursuant paid to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares stockholder upon delivery to the Exchange Agent of MFC Common Certificates and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 MFC Preferred Certificates representing such shares of this AgreementMFC Capital Stock, together with all undelivered dividends the transmittal materials duly executed and completed in accordance with the instructions thereto. No interest will accrue or distributions in respect of be paid on any such shares (without interest thereon) cash to be paid pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement2.3. (d) An MFC stockholder whose MFC Common Certificates or MFC Preferred Certificates have been lost, each holder of shares of FCB destroyed, stolen or are otherwise missing shall be entitled to receive ANB Common Stock issued Certificates or ANB Preferred Certificates, dividends or distributions, and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock shares, to which such holder may stockholder shall be otherwise entitled upon compliance with reasonable conditions imposed by ANB pursuant to applicable law and as required in accordance with ANB’s standard policy (without interestincluding the requirement that the shareholder furnish a surety bond or other customary indemnity). (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of MFC for six (6) months after the Effective Date shall be returned to ANB (together with any dividends or earnings in respect thereof). Neither Flag nor Any stockholders of MFC who have not complied with this Article 2 shall thereafter be entitled to look only to ANB, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of MFC Capital Stock such stockholder holds as determined pursuant to the Agreement and this Plan of Merger, without any interest thereon. (f) None of the Exchange Agent shall be obligated to deliver the consideration to which Agent, any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his parties hereto or her certificate or certificates representing any of the shares of FCB Common Stock for exchange ANB Subsidiaries (as provided in this Section 4.1 or appropriate affidavits or indemnity agreements defined in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag Agreement) or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent MFC Subsidiaries shall be liable to a holder any stockholder of FCB Common Stock MFC for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly As promptly as reasonably practicable (and in any event no more than ten (10) Business Days) after the Effective Time, Flag Parent shall cause instruct the exchange agent selected by Flag Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Exchange AgentCertificates”) to mail to the former shareholders (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in customary form) and (ii) instructions for use in effecting the surrender thereof of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the consideration provided Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 of this Agreement, together with all undelivered 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or shall accrue on any Cash Consideration, cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares (without interest thereon) pursuant of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement2.2, each holder of shares of FCB Common Stock issued and outstanding Certificate shall be deemed at any time after the Effective Time also shall receive, to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the certificate or certificates representing shares of Company Common Stock represented by such sharesCertificate, cash in lieu of any fractional share shares of Flag Parent Common Stock to which such holder may be otherwise is entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated pursuant to deliver the consideration Section 2.2(e) and any dividends or other distributions to which any former such holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to Section 2.2(c), in each case, without any applicable abandoned property, escheat or other Lawinterest thereon.

Exchange Procedures. Promptly after the Effective Time, Flag (a) Texas United shall deposit or cause the exchange agent selected by Flag to be deposited in trust with U. S. Stock Transfer Corporation (the “Exchange Agent”) (i) certificates representing shares of Texas United Common Stock and (ii) cash in an aggregate amount estimated to be sufficient to make the appropriate cash payments (A) of the cash portion of Merger Consideration set forth in Section 2.1 of this Agreement, (B) to holders of Dissenting Shares pursuant to Section 2.3 hereof, if any, and (C) to holders of a fraction of a share of Texas United Common Stock (such amounts being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Prior to the Effective Time, Texas United shall cause the Exchange Agent to mail to each record holder of an outstanding certificate or certificates which as of the former shareholders Effective Time represented shares of FCB appropriate GNB Stock (the “Certificates”), a form letter of transmittal materials (which shall will specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent) Agent and contain instructions for use in effecting the exchange surrender of the FCB Certificates for payment therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash and number of shares of Texas United Common stock certificatesStock provided in Section 2.1 hereof, and such Certificate shall forthwith be canceled. No interest will be paid or accrued with respect to the shares of Texas United Common Stock or the cash payable upon surrender of the Certificates. Until surrendered in accordance with the provisions of this Section 2.4, each Certificate (other than Certificates representing Dissenting Shares) shall represent for all purposes the right to receive the Merger Consideration without any interest thereon. Texas United shall use its commercially reasonable best efforts to cause the Exchange Agent to deliver the Merger Consideration to shareholders of GNB as soon as practicable following the Effective Time. (c) After the Effective Time, each holder the stock transfer ledger of GNB shall be closed and there shall be no transfers on the stock transfer books of GNB of the shares of FCB Common GNB Stock (other than shares which were outstanding immediately prior to be canceled pursuant to Section 3.3 such time of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at filing. If, after the Effective Time Time, Certificates are presented to Texas United, they shall surrender the certificate or certificates representing such shares be promptly presented to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange exchanged as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in 2.4. (d) Former shareholders of GNB shall be entitled to vote after the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates Effective Time at any meeting of FCB Texas United’s shareholders the number of shares of Texas United Common Stock into which their shares are converted, regardless of whether such shareholders of GNB have surrendered their Certificates in exchange therefor. (e) No dividends or other distributions declared after the Effective Time with respect to shares of Texas United Common Stock and payable to the holders thereof shall be paid to the holder of a Certificate until such holder surrenders such Certificate to the Exchange Agent in accordance with this Section 2.4. After the surrender of a Certificate in accordance with this Section 2.4, the holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which had become payable after the Effective Time with respect to the shares of Texas United Common Stock represented by such Certificate. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the shareholders of GNB for six months after the Exchange Agent mails the letter of transmittal pursuant to Section 2.4(b) shall be delivered to Texas United upon demand, and any shareholders of GNB who have not theretofore complied with the exchange procedures in this Article II shall look to Texas United only, and not the Exchange Agent, for the payment of any Merger Consideration in respect of such shares. (g) If any certificate representing shares of Texas United 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 duly appropriately endorsed as either Flag (or accompanied by an appropriate instrument of transfer) and otherwise in proper form (reasonably satisfactory to Texas United) for transfer, and that the person requesting such exchange shall pay to the Exchange Agent may require. Any in advance any transfer or other provision taxes required by reason of this Agreement notwithstandingthe issuance of a certificate representing shares of Texas United Common Stock in any name other than that of the registered holder of the Certificate surrendered, neither Flag nor or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or not payable. (h) None of Texas United, GNB, the Exchange Agent or any other person shall be liable to a any former holder of FCB Common shares of GNB Stock for any amounts paid Texas United Common Stock (or property dividends or distributions with respect thereto) or cash properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws. (i) In the event any Certificate shall have been lost, stolen or destroyed, then 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 Texas United or the Exchange Agent, the posting by such person of a bond in such amount as Texas United or the Exchange Agent may direct as indemnity against any claim that may be made against the Continuing Company with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Texas United Common Stock and cash in lieu of a fractional share interest deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly Each certificate for shares of FLC Capital Stock or Patriot Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the number of whole shares of Holding Company Common Stock for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If shares of Holding Company Common Stock or payments of cash are to be issued or made to a person other than the one in whose name the surrendered certificate is registered, the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the person to whom certificates for shares of Holding Company Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by reason of such issuance or payment to a person other than the registered holder of the certificate for shares of FLC Capital Stock or Patriot Common Stock which are surrendered. As promptly as practicable after the Effective TimeDate, Flag the Holding Company shall send or cause the exchange agent selected by Flag (the “Exchange Agent”) to mail be sent to the former shareholders each shareholder of FCB appropriate record of FLC Capital Stock or Patriot Common Stock transmittal materials (for use in exchanging certificates representing FLC Capital Stock for certificates representing Holding Company Common Stock into which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore FLC Capital Stock or Patriot Common Stock have been converted in the Consolidation. Certificates representing shares of FCB Holding Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) and checks for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share shares shall be mailed to former shareholders of Flag FLC and Patriot as soon as reasonably possible but in no event later than twenty (20) business days following the receipt of certificates representing former shares of FLC Capital Stock or Patriot Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or accompanied by the Exchange Agent may require. Any other provision of this Agreement notwithstandingmaterials referenced herein and delivered by certified mail, neither Flag nor return receipt requested (but in no event earlier than the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsecond business day following the Effective Date).

Exchange Procedures. Promptly after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, Agent will distribute to each former holder of shares of FCB Company Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall Stock, upon surrender the certificate or certificates representing such shares to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock (and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 associated Acquiror Rights) into which such shares of this Agreement, together with all undelivered Company Common Stock were converted pursuant to the Merger and any dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreementrelated thereto. To the extent required by Section 3.5 of this Agreement, each holder of If shares of FCB Acquiror Common Stock (and the associated Acquiror Rights) are to be issued and outstanding at to a Person other than the Effective Time also shall receive, upon surrender of Person in whose name the surrendered certificate or certificates representing such sharesare registered, cash in lieu it will be a condition of any fractional share issuance of Flag the Acquiror Common Stock (and the associated Acquiror Rights) that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the NYSE or a bank chartered under the Laws of the United States of America, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of Acquiror Common Stock (and the associated Acquiror Rights) to which a Person other than the registered holder of the surrendered certificate or certificates or such holder may be otherwise entitled (without interest)Person shall establish to the satisfaction of the Acquiror that any such tax has been paid or is not applicable. Neither Flag nor Notwithstanding the foregoing, neither the Exchange Agent shall nor any party hereto will be obligated liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Company Common Stock for any amounts paid Acquiror Common Stock (and the associated Acquiror Rights) or property dividends or distributions thereon delivered in good faith to a public official pursuant to any applicable abandoned property, escheat Law. (d) Distributions with Respect to Unexchanged Shares of Company Common Stock. No dividends or other distributions declared or made with respect to Acquiror Common Stock with a record date on or after the Effective Time will be paid to the holder of any certificate that theretofore evidenced shares of Company Common Stock until the holder of such certificate shall surrender such certificate. Subject to the effect of any applicable escheat Law, following surrender of any such certificate, there will be paid from the Exchange Fund to the holder of the certificates evidencing whole shares of Acquiror Common Stock (and the associated Acquiror Rights) issued in exchange therefor, without interest, (i) promptly, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Acquiror Common Stock.

Exchange Procedures. Promptly As soon as practicable but in no event later than five days after the Effective Time, Flag Golden State shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to each holder of record of a certificate or certificates which immediately prior to the former shareholders Effective Time represented outstanding shares of FCB appropriate CENFED Common Stock (the "Certificates") whose shares were converted into shares of Golden State Common Stock pursuant to Section 2.1 (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Golden State and CENFED may reasonably specify), and (ii) instructions for use in effecting the surrender thereof of the Certificates in exchange for certificates representing shares of Golden State Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Golden State Common Stock which such holder has the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions right to receive in respect of such shares (without interest thereon) the Certificate surrendered pursuant to Section 4.2 the provisions of this AgreementArticle II (after taking into account all shares of CENFED common stock then held by such holder), and the Certificate so surrendered shall forthwith be canceled. To In the extent required by Section 3.5 event of this Agreementa transfer of ownership of CENFED Common Stock which is not registered in the transfer records of CENFED, each holder a certificate representing the proper number of shares of FCB Golden State Common Stock may be issued to a transferee if the Certificate representing such CENFED Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and outstanding effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time also shall receive, to represent only the right to receive upon such surrender of the certificate or certificates representing such shares, shares of Golden State Common Stock and cash in lieu of any fractional share shares of Flag Golden State Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in contemplated by this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law2.2.

Exchange Procedures. Promptly (a) At and after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore each certificate representing shares of FCB TFC Common Stock shall pass, represent only upon proper delivery the right to receive the Merger Consideration in accordance with the terms of such certificates this Agreement. (b) At or prior to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As promptly as practicable after the Effective Time, but in no event more than five business days thereafter, ONB shall mail to each holder of TFC Common Stock a letter of transmittal providing instructions as to the transmittal to ONB of certificates representing shares of FCB TFC Common Stock and the issuance of shares of ONB Common Stock in exchange therefor pursuant to the terms of this Agreement. (c) ONB shall cause (i) a check in the amount of cash that each holder of TFC Common Stock has the right to receive pursuant to Section 2.01(i), (ii) a certificate representing that number of whole shares of ONB Common Stock that each holder of TFC Common Stock has the right to receive pursuant to Section 2.01(ii), and (iii) a check in the amount of any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of certificates representing such shares of TFC Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to ONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as in the form and substance satisfactory to ONB. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or other distributions on ONB Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of TFC Common Stock converted in the Merger into the right to receive shares of such ONB Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 2.04. After becoming so entitled in accordance with this Section 2.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ONB Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of TFC shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of TFC of any shares of TFC Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.04. (f) ONB shall be entitled to rely upon TFC’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the 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, ONB shall be entitled to deposit any 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 ONB, the posting by such Person of a bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, ONB will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of TFC Common Stock that are held as treasury stock of TFC or owned by ONB (other than shares to held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent cancelled and shall promptly upon surrender thereof receive in exchange therefor the cease to exist and no stock of TFC or other consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated exchanged therefor. (i) Notwithstanding the foregoing, no party hereto shall be liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB TFC Common Stock for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Flag Parent shall cause the exchange agent selected by Flag (the “Exchange Agent”) Paying Agent to mail to the former shareholders each holder of FCB appropriate shares of Company Common Stock (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates, if any, shall pass, only upon proper delivery of such certificates the Certificates or transfer of the Uncertificated Shares to the Exchange AgentPaying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the exchange Merger Consideration. Each holder of the FCB Common stock certificates. After the Effective Time, each holder record of shares of FCB Company Common Stock shall, (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreementx) issued and outstanding at the Effective Time shall upon surrender the certificate or certificates representing such shares to the Exchange Paying Agent of any such Certificate, together with such letter of transmittal, duly executed, and shall promptly such other documents as may reasonably be required by the Paying Agent, or (y) upon surrender thereof receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor the consideration provided amount of cash which the number of shares of Company Common Stock previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to Section 3.01(c), and any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 3.1 of this Agreement3.02(b), together with all undelivered dividends or distributions each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such shares (without interest thereon) Certificate or Uncertificated Shares pursuant to Section 4.2 of this Agreement. To Article III and any declared dividends with a record date prior to the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding Effective Time that remain unpaid at the Effective Time also shall receive, upon surrender of the certificate or certificates representing and that are due to such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest)holder. Neither Flag nor the Exchange Agent No interest shall be obligated paid or will accrue on any cash payable to deliver holders of Certificates or Uncertificated Shares pursuant to the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision provisions of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawArticle III.

Exchange Procedures. Promptly after (a) At the Effective TimeDate, Flag the Continuing Corporation shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or such other transfer agent or depository or trust institution approved by Flag UBSH and FMB (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected), and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange benefit of the FCB Common stock certificates. After holders of the Effective TimeOld FMB Capital Stock Certificates, each holder of shares of FCB certificates representing Continuing Corporation Common Stock (other than “New Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of Continuing Corporation Common Stock, without any interest thereon (the “Exchange Fund”), to be paid pursuant to this Article 2 in exchange for outstanding shares of FMB Capital Stock. (b) As promptly as practicable after the Effective Date, the Continuing Corporation shall cause the Exchange Agent to send to each former stockholder of record of FMB immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s Old FMB Capital Stock Certificates for New Certificates based upon the Capital Stock Exchange Ratios. (c) The Continuing Corporation shall cause the New Certificates for shares of Continuing Corporation Common Stock into which shares of FMB Capital Stock are converted at the Effective Date or dividends or distributions which such stockholder shall be entitled to receive and any cash to be paid in lieu of fractional shares to be canceled pursuant paid to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares stockholder upon delivery to the Exchange Agent of Old FMB Capital Stock Certificates, 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 cash to be paid pursuant to Section 2.5. (d) Any portion of the Exchange Fund that remains unclaimed by the stockholders of FMB for six months after the Effective Date shall promptly upon surrender thereof receive be returned to the Continuing Corporation (together with any dividends or earnings in exchange therefor respect thereof). Any former stockholders of FMB who have not complied with this Article 2 shall thereafter be entitled to look only to the Continuing Corporation, and only as a general creditor thereof, for payment of the consideration provided deliverable in Section 3.1 respect of each share of FMB Capital Stock such stockholder holds as determined pursuant to this Agreement, together with all undelivered dividends or distributions in respect of such shares (without any interest thereon. (e) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender None of the certificate or certificates representing such sharesExchange Agent, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his parties hereto or her certificate or certificates representing the shares any of FCB Common Stock for exchange their respective Subsidiaries (as provided in this Section 4.1 or appropriate affidavits or indemnity agreements defined in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent Agreement) shall be liable to a holder any stockholder of FCB Common Stock FMB for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly (a) As soon as practicable after the Effective Time, Flag Legacy shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to each WPC Stockholder a letter of transmittal and instructions for use in effecting the former shareholders surrender of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB WPC Common Stock shall passoutstanding immediately prior to the Effective Time (the "Certificates") in appropriate and customary form with such provisions as the board of directors of Legacy after the Merger may reasonably specify. Upon surrender of a Certificate for cancellation to Legacy, only upon proper delivery together with such letter of transmittal, duly and properly executed, the holder of such certificates Certificate shall be entitled to receive in exchange therefore a certificate representing that number of shares of Legacy Common Stock as is equal to the Exchange Agent) for the exchange product of the FCB number of shares of WPC Common stock certificatesStock represented by the certificate multiplied by the Conversion Amount, together with any dividends and other distributions payable hereof, and the Certificate so surrendered shall be canceled. After Until surrendered as contemplated by this Section 1.04, each Certificate shall, at and after the Effective Time, each holder of shares of FCB Common Stock (other than shares be deemed to be canceled pursuant represent only the right to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such sharesCertificate, cash in lieu of any fractional share of Flag Legacy Common Stock to which such holder may be otherwise entitled (without interest)as contemplated by this Section 1.04, and the holders thereof shall have no rights whatsoever as stockholders of Legacy. Neither Flag nor Shares of Legacy Common Stock issued in the Exchange Agent Merger shall be obligated issued, and be deemed to deliver be outstanding, as of the consideration Effective Time. Legacy shall cause all such shares of Legacy Common Stock issued pursuant to which the Merger to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) If any former holder certificate representing shares of FCB Legacy Common Stock is entitled as to be issued in a result name other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the Merger until issuance of certificates for such holder surrenders his or her certificate or certificates representing the shares of FCB Legacy Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in a name other than that of the registered holder of the Certificate so surrendered. (c) In the event such share certificates any Certificate shall have been lost, mutilated stolen or destroyed. The certificate , upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and upon the posting by such person of a bond in such amount as Legacy may reasonably direct as an indemnity against any claim that may be made against it with respect to such Certificate, Legacy will issue in respect of such lost, stolen or destroyed Certificate one or more certificates representing shares of FCB Legacy Common Stock so as contemplated by this Section 1.04. (d) If any Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such earlier date on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto. (e) Legacy shall be duly endorsed entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate surrendered for shares of Legacy Common Stock such amount as either Flag Legacy is required to deduct and withhold with respect to the making of such payment under the Code, or provisions of any state, local or foreign tax law. To the Exchange Agent may require. Any other provision extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement notwithstanding, neither Flag nor as having been paid to the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsuch Certificate.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to each holder of shares of WIBC Common Stock of record immediately prior to the former shareholders Effective Time whose shares were converted into shares of FCB appropriate BBCN Common Stock pursuant to Section 3.1 (i) a letter of transmittal materials (which shall specify that that, with respect to WIBC Certificates, delivery shall be effected, effected and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock WIBC Certificates shall pass, only upon proper delivery of the WIBC Certificates and such certificates letter of transmittal to the Exchange Agent, and which shall be in such form and have such other provisions as BBCN and WIBC may reasonably specify) and (ii) instructions for use in effecting the exchange surrender of the FCB WIBC Certificates or WIBC Common stock certificates. After Stock held in book entry form, as applicable, in exchange for BBCN Certificates representing the Effective Time, each holder number of whole shares of FCB BBCN Common Stock (other than shares to be canceled pursuant to Section 3.3 into which such WIBC Common Stock has been so converted. Upon surrender of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares a WIBC Certificate for cancellation to the Exchange Agent together with such letter of transmittal or submission of a letter of transmittal in respect of shares of WIBC Common Stock in book entry form, as applicable, duly executed, and such other documents as the Exchange Agent may reasonably require, the holder of such WIBC Common Stock shall promptly upon surrender thereof be entitled to receive in exchange therefor a BBCN Certificate representing that number of whole shares of BBCN Common Stock, which such holder has the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions right to receive in respect of such shares (without interest thereon) the WIBC Common Stock surrendered pursuant to Section 4.2 the provisions of this AgreementArticle II (after taking into account all shares of WIBC Common Stock then held by such holder), and the WIBC Common Stock so surrendered shall forthwith be cancelled. To In the extent required by Section 3.5 event of this Agreementa transfer of ownership of WIBC Common Stock which is not registered in the transfer records of WIBC, each holder a BBCN Certificate representing the proper number of shares of FCB BBCN Common Stock may be issued to a transferee if a duly executed letter of transmittal accompanied, in the case of WIBC Common Stock in certificated form, by the relevant WIBC Certificate representing such WIBC Common Stock, is presented to the Exchange Agent, accompanied by all documents required to evidence and outstanding effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.2, each WIBC Certificate and each book entry in respect of Common Stock in book entry form shall be deemed at any time after the Effective Time also shall receive, to represent only the BBCN Common Stock into which such shares of WIBC Common Stock have been converted as provided in this Article II and the right to receive upon such surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB BBCN Common Stock for exchange Stock, if applicable, as provided in contemplated by this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law3.2.

Exchange Procedures. Promptly (a) As soon as practicable after the Effective Time, Flag TTI shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to each participating and consenting HGR Stockholder a letter of transmittal and instructions for use in effecting the former shareholders surrender of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB HGR Common Stock shall passoutstanding immediately prior to the Effective Time (the "Certificates") in appropriate and customary form with such provisions as the board of directors of TTI after the Merger may reasonably specify. Upon surrender of a Certificate for cancellation to TTI, only upon proper delivery together with such letter of transmittal, duly and properly executed, the holder of such certificates Certificate shall be entitled to receive in exchange therefore a certificate representing that number of shares of TTI Common Stock as is equal to the Exchange Agent) for the exchange product of the FCB number of shares of HGR Common stock certificatesStock represented by the certificate multiplied by the Conversion Amount, together with any dividends and other distributions payable as provided in Section 1.06 hereof, and the Certificate so surrendered shall be canceled. After Until surrendered as contemplated by this Section 1.05, each Certificate shall, at and after the Effective Time, each holder of shares of FCB Common Stock (other than shares be deemed to be canceled pursuant represent only the right to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such sharesCertificate, cash in lieu of any fractional share of Flag TTI Common Stock to which such holder may be otherwise entitled (without interest)as contemplated by this Section 1.05, together with any dividends and other distributions payable as provided in Section 1.06 hereof, and the holders thereof shall have no rights whatsoever as stockholders of TTI. Neither Flag nor Shares of TTI Common Stock issued in the Exchange Agent Merger shall be obligated issued, and be deemed to deliver be outstanding, as of the consideration Effective Time. TTI shall cause all such shares of TTI Common Stock issued pursuant to which the Merger to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) If any former holder certificate representing shares of FCB TTI Common Stock is entitled as to be issued in a result name other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the Merger until issuance of certificates for such holder surrenders his or her certificate or certificates representing the shares of FCB TTI Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in a name other than that of the registered holder of the Certificate so surrendered. (c) In the event such share certificates any Certificate shall have been lost, mutilated stolen or destroyed. The certificate , upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and upon the posting by such person of a bond in such amount as TTI may reasonably direct as an indemnity against any claim that may be made against it with respect to such Certificate, TTI will issue in respect of such lost, stolen or destroyed Certificate one or more certificates representing shares of FCB TTI Common Stock so surrendered as contemplated by this Section 1.05 and such person shall be duly endorsed entitled to the dividend and other distribution rights provided in Section 1.06 hereof. (d) If any Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such earlier date on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto. (e) TTI shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate surrendered for shares of TTI Common Stock (and dividends or distributions with respect to TTI Common Stock as either Flag contemplated by Section 1.06 hereof) such amount as TTI is required to deduct and withhold with respect to the making of such payment under the Code, or provisions of any state, local or foreign tax law. To the Exchange Agent may require. Any other provision extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement notwithstanding, neither Flag nor as having been paid to the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsuch Certificate.

Exchange Procedures. At least twenty business days prior to the expected Election Deadline, and thereafter from time to time as the Company may reasonably request until the Election Deadline, PNC shall cause the Exchange Agent to mail or deliver to each individual, bank, corporation, partnership, trust, association or other entity or organization (any of the foregoing, a “Person”) who is a holder of record of Company Common Stock an Election Form and a form of letter of transmittal in form reasonably satisfactory to PNC and the Company containing instructions for use in effecting the surrender of Old Certificates in exchange for New Certificates and any payments pursuant to this Article II. To be effective, the Election Form must be properly completed, signed and actually received by the Exchange Agent not later than 5:00 p.m., New York City time, on the business day that is ten (10) trading days prior to the Closing Date (which date shall be publicly announced by PNC as soon as practicable prior to such date) (the “Election Deadline”) and accompanied by the Old Certificates as to which such Election Form is being made, duly endorsed in blank or otherwise in a form acceptable for transfer on the books of Company (or accompanied by an appropriate guarantee of delivery by an eligible organization) in the case of shares that are not held in book entry form. For shares that are held in book entry form, PNC shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to Company. The Exchange Agent shall make all computations contemplated by Section 2.1 hereof, and after consultation with PNC and the Company, all such computations will be conclusive and binding on the former holders of Company Common Stock absent manifest error. Any shares of Company Common Stock for which the record holder has not, as of the Election Deadline, properly submitted to the Exchange Agent a properly completed Election Form will be deemed No-Election Shares. Any Election Form may be revoked, by the stockholder who submitted such Election Form to the Exchange Agent, only by written notice received by the Exchange Agent prior to the Election Deadline. In addition, all Election Forms shall automatically be revoked if the Exchange Agent is notified in writing by PNC and the Company that the Merger has been abandoned. Promptly after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares who has surrendered to the Exchange Agent an Old Certificate for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, shall promptly upon surrender thereof be entitled to receive in exchange therefor a New Certificate representing the consideration provided New Shares and/or a check in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock amount to which such holder may is entitled pursuant to this Article II, and the Old Certificate so surrendered shall forthwith be otherwise entitled (without interest)canceled. Neither Flag nor No interest will accrue or be paid with respect to any property to be delivered upon surrender of Old Certificates. If any New Certificate is to be issued, or cash payment made, in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of such New Certificate or the making of such cash payment in a name other than that of the registered holder of the Old Certificate surrendered, or shall establish to the satisfaction of the PNC and the Exchange Agent shall be obligated to deliver the consideration to which that any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates taxes have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Laware not applicable.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Flag (i) NeoPath shall cause deliver to AutoCyte a list of all record holders of NeoPath Common Stock immediately prior to the exchange agent selected by Flag Effective Time (the “Exchange Agent”) to mail "Record Holders"), setting forth each stockholder's name, address and number of shares of NeoPath Common Stock held prior to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall Effective Time and such other information as may be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to reasonably requested by the Exchange Agent, certified by the Chief Executive Officer of NeoPath (the "Stockholder List") for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock and (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreementii) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated instructed to deliver mail to each Record Holder a form of letter of transmittal which shall specify instructions for use in effecting the consideration to which any former holder surrender of FCB NeoPath Common Stock is entitled as a result certificates in exchange for AutoCyte Common Stock certificates and cash in lieu of fractional shares. Upon the Exchange Agent's receipt of the Merger until such holder surrenders his or her letter of transmittal and any certificate or certificates held by a stockholder, each stockholder shall be entitled to receive a certificate representing that number of whole shares of AutoCyte Common Stock into which the shares of FCB NeoPath Common Stock for exchange as provided in set forth on the Stockholder List shall have been converted pursuant to the provisions of this Section 4.1 or appropriate affidavits or indemnity agreements Agreement. The shares of NeoPath Common Stock outstanding immediately prior to the Effective Time (and any certificates representing such shares) shall be deemed canceled as of the Effective Time. AutoCyte Common Stock into which NeoPath Common Stock shall be converted in the event such share certificates Merger shall be deemed to have been lost, mutilated or destroyedissued at the Effective Time. The certificate or certificates of FCB If any AutoCyte Common Stock so surrendered certificates are to be issued in a name other than that in which the NeoPath Common Stock was registered immediately prior to the Effective Time, it shall be duly endorsed as either Flag or a condition of such issuance that the person requesting such issuance shall deliver to the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor all documents necessary to evidence and effect such transfer and shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such shares of AutoCyte Common Stock in a name other than that of the registered holder of the certificate or surrendered or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Neither AutoCyte nor NeoPath shall be liable to a holder any stockholder for shares of FCB Common Stock for stock or any amounts paid or property cash in lieu of fractional interests delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawabandoned property laws.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Surviving Corporation shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to the former shareholders each holder of FCB appropriate record of a Certificate or Certificates (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender thereof of Certificates in exchange for certificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by HEALTHSOUTH, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of HEALTHSOUTH Common Stock which such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this AgreementSection 2, together with all undelivered dividends or distributions in respect and the Certificate so surrendered shall forthwith be canceled. In the event of such shares (without interest thereon) pursuant to Section 4.2 a transfer of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder ownership of shares of FCB Horizon/CMS Common Stock which is not registered in the transfer records of Horizon/CMS, a certificate representing the proper number of shares of HEALTHSOUTH Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and outstanding at the Effective Time also person requesting such payment shall receive, upon surrender pay any transfer or other taxes required by reason of the certificate or certificates representing such shares, cash in lieu issuance of any fractional share shares of Flag HEALTHSOUTH Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor a person other than the Exchange Agent shall be obligated to deliver the consideration to which any former registered holder of FCB Common Stock is entitled as a result such Certificate or establish to the satisfaction of the Merger until HEALTHSOUTH that such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have tax has been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawis not applicable.

Exchange Procedures. Promptly (a) At and after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore each certificate representing shares of FCB ICB Common Stock shall pass, represent only upon proper delivery the right to receive the Merger Consideration in accordance with the terms of such certificates this Agreement. (b) At or prior to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As promptly as practicable after the Effective Time, but in no event more than five business days thereafter, ONB shall mail to each holder of ICB Common Stock a letter of transmittal providing instructions as to the transmittal to ONB of certificates representing shares of FCB ICB Common Stock and the issuance of shares of ONB Common Stock in exchange therefor pursuant to the terms of this Agreement. (c) ONB shall cause a certificate representing that number of whole shares of ONB Common Stock that each holder of ICB Common Stock has the right to receive pursuant to Section 2.01 and a check in the amount of any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of certificates representing such shares of ICB Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to ONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as in the form and substance satisfactory to ONB. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or other distributions on ONB Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of ICB Common Stock converted in the Merger into the right to receive shares of such ONB Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 2.04. After becoming so entitled in accordance with this Section 2.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ONB Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of ICB shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of ICB of any shares of ICB Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.04. (f) ONB shall be entitled to rely upon ICB’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the 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, ONB shall be entitled to deposit any 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 ONB, the posting by such Person of a bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, ONB will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of ICB Common Stock that are held as treasury stock of ICB or owned by ONB (other than shares to held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent cancelled and shall promptly upon surrender thereof receive in exchange therefor the cease to exist and no stock of ICB or other consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated exchanged therefor. (i) Notwithstanding the foregoing, no party hereto shall be liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB ICB Common Stock for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly after the Effective Time, Flag the Surviving Corporation shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail be mailed to each holder of record of a Certificate or Certificates which immediately prior to the former shareholders Effective Time represented outstanding Target Common Shares, (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive be in exchange therefor such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or Certificates in exchange for certificates representing such shares, shares of Acquiror Common Stock and/or cash (including cash in lieu of any fractional share shares), as the case may be. Upon surrender of Flag Common Stock a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate (other than a holder of Dissenting Shares) shall be entitled to receive in exchange therefor the Merger Consideration to which such holder may be otherwise shall have become entitled to receive pursuant to Section 1.6 (without interestConversion of Target Common Shares) and Section 1.10 (Fractional Shares). Neither Flag nor , and the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall forthwith be duly endorsed as either Flag canceled. No interest will be paid or accrued on any amount payable (including cash in lieu of any fractional shares) upon due surrender of the Certificates. Any interest or other income earned by the Exchange Agent may requireFund shall be for the account of Acquiror. Subject to Ohio Law and the provisions of this Agreement, until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Target Common Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive the Merger Consideration with respect to the Target Common Shares represented thereby. Any other provision shares of this Agreement notwithstanding, neither Flag nor Acquiror Common Stock issued in the Exchange Agent Merger shall be liable issued as of and be deemed to a holder be outstanding as of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawthe Effective Time.

Exchange Procedures. Promptly (A) As soon as practicable after the Effective TimeDate, Flag shall cause the exchange Frontier or its designated third-party transfer agent selected by Flag (the “Exchange Agent”) to shall mail to the former shareholders each holder of FCB appropriate record of a Certificate or Certificates, a form letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Salem shall have the right to review both the letter of transmittal and the instructions prior to the Effective Date and provide reasonable comments thereon. Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Frontier Common Stock which such holder of Salem Common Stock became entitled to receive pursuant to the provisions of ARTICLE I hereof and (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the FCB Certificate or Certificates surrendered pursuant to the provisions of ARTICLE I, and the Certificate or Certificates so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates. (B) No dividends or other distributions declared after the Effective Date with respect to Frontier Common stock certificatesStock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this ARTICLE II. After the Effective Timesurrender of a Certificate in accordance with this ARTICLE II, each the record holder of thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore has become payable with respect to shares of FCB Frontier Common Stock represented by such Certificate. (C) If any certificate representing shares of Frontier Common Stock is to be issued in a name other than shares to that in which the Certificate surrendered in exchange therefor is registered, it shall be canceled pursuant to Section 3.3 a condition of this Agreement the issuance thereof that the Certificate so surrendered shall be properly endorsed (or as to which dissenters’ rights accompanied by an appropriate instrument of appraisal have been perfected as provided transfer) and otherwise in Section 3.4 of this Agreement) issued proper form for transfer, and outstanding at that the Effective Time person requesting such exchange shall surrender the certificate or certificates representing such shares pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Frontier 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. (D) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Frontier Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Frontier Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall promptly upon surrender not entitle the owner thereof to vote or to any other rights of a shareholder of Frontier. In lieu of the issuance of any such fractional share, Frontier shall pay to each former shareholder of Salem who otherwise would be entitled to receive a fractional share of Frontier Common Stock an amount in exchange therefor cash determined by multiplying (1) the consideration provided in Section 3.1 average of this Agreement, together with all undelivered dividends or distributions in respect the Daily Sales Prices of Frontier Common Stock for the five Trading Days immediately preceding the Effective Date by (2) the fraction of a share of Frontier Common Stock which such shares (without interest thereon) holder would otherwise be entitled to receive pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled 1.2 hereof. (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in E) In the event such share certificates any Certificate shall have been lost, mutilated stolen or destroyed. The certificate , upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or certificates destroyed and, if required by Frontier, the posting by such person of FCB Common Stock so surrendered shall a bond in such amount as Frontier may direct as indemnity against any claim that may be duly endorsed as either Flag or made against it with respect to such Certificate, the Exchange Agent may require. Any other provision will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (F) Certificates surrendered for exchange by any person constituting an “affiliate” of this Agreement notwithstanding, neither Flag nor Salem for purposes of Rule 145 of the Exchange Agent Securities Act shall not be liable to a holder of FCB exchanged for certificates representing Frontier Common Stock for any amounts paid or property delivered until Frontier has received a written agreement from such person as specified in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawSection 6.7.

Exchange Procedures. Promptly after 2.6.1 As of the Effective TimeTime of the Merger, Flag CVB shall cause have deposited with the Exchange Agent for the benefit of the holders of shares of Granite Stock, for exchange agent selected by Flag in accordance with this Section 2.6 through the Exchange Agent, certificates representing the shares of CVB Stock issuable pursuant to Section 2.2 in exchange for shares of Granite Stock outstanding immediately prior to the Effective Time of the Merger, and CBB shall have deposited funds in an amount not less than the amount of cash payable pursuant to Section 2.2 and payable as cash in lieu of fractional shares of CVB Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.5 of this Agreement (collectively, the “Exchange AgentFund”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange ). 2.6.2 After completion of the FCB Common stock certificates. After the Effective Timeallocation procedures set forth in Section 2.3, each holder of shares of FCB Common a certificate (“Certificate”) formerly representing Granite Stock (other than shares to be canceled pursuant to Section 3.3 Perfected Dissenting Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of this Agreement such certificate) together with duly executed transmittal materials included in or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at required by the Effective Time shall surrender the certificate or certificates representing such shares Election Form, to the Exchange Agent and shall promptly shall, upon surrender acceptance thereof receive in exchange therefor be entitled to a certificate representing CVB Stock and/or cash into which the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Granite Stock issued and outstanding at the Effective Time also shall receivehave been converted pursuant hereto, upon surrender of the certificate or certificates representing such shares, as well as cash in lieu of any fractional share shares of Flag Common CVB Stock to which such holder would otherwise be entitled. In the event a certificate is surrendered representing Granite Stock, the transfer of ownership of which is not registered in the transfer records of Granite, a certificate representing the proper number of shares of CVB Stock and cash may be otherwise entitled (without interest). Neither Flag nor issued to a transferee if the Certificate representing such Granite Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.6, each Certificate shall be obligated to deliver deemed at any time after the consideration to which any former holder of FCB Common Stock is entitled as a result Effective Time of the Merger until to represent only the right to receive upon such surrender the certificate representing shares of CVB Stock and cash as contemplated by this Section 2.6. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Granite should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder surrenders his may deliver in lieu thereof such bond in form and substance and with surety reasonably satisfactory to CBB and shall be entitled to receive the certificate representing the proper number of shares of CVB Stock and cash in accordance with Sections 2.2 and 2.5 hereof. 2.6.3 No dividends or her certificate other distributions declared or certificates representing made with respect to CVB Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of FCB Common CVB Stock represented thereby and no cash shall be paid to any such holder pursuant to Section 2.2 or Section 2.5 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of CVB Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash to which such holder is entitled pursuant to Section 2.2 and Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of CVB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of CVB Stock. 2.6.4 All cash payments and shares of CVB Stock issued upon the surrender for exchange of Granite Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.5) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Granite Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Bank of the shares of Granite Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to CVB for any reason, they shall be canceled and exchanged as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in Agreement. 2.6.5 Any portion of the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates Exchange Fund which remains undistributed to the shareholders of FCB Common Stock so surrendered Granite following the passage of six months after the Effective Time of the Merger shall be duly endorsed as either Flag delivered to CBB, upon demand, and any shareholders of Granite who have not theretofore complied with this Section 2.6 shall thereafter look only to CBB for payment of their claim for CVB Stock and cash, and any cash in lieu of fractional shares of CVB Stock and any dividends or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag distributions with respect to CVB Stock. 2.6.6 Neither CVB nor the Exchange Agent Granite shall be liable to a any holder of FCB Common shares of Granite Stock for any amounts paid such shares (or property dividends or distributions with respect thereto) or cash from the Exchange Fund delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law. 2.6.7 The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of CVB Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other Lawdistributions paid or distributed with respect to such shares of CVB Stock for the account of the Persons entitled thereto. 2.6.8 Certificates surrendered for exchange by any Person constituting an “Affiliate” of Granite for purposes of Rule 144(a) under the Securities Act shall not be exchanged for certificates representing whole shares of CVB Stock until CVB has received a written agreement from such person as provided in Section 6.10.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag shall cause Stratford Holdings will instruct the exchange agent selected by Flag Exchange Agent to mail to each holder of record (other than members of the Buyout Group) of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the “Exchange AgentCertificates”), (i) to mail to the former shareholders a form letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Stratford Holdings may reasonably specify) and (ii) instructions for use in effecting the surrender thereof of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Stratford Holdings, together with a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the “Transmittal Documents”), the holder of such Certificate shall be entitled to receive in exchange therefor the consideration provided Merger Consideration for each share of Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of shares of Common Stock which is not registered in Section 3.1 the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Agreement, together with all undelivered dividends or distributions in respect ARTICLE II to the transferee of such shares (without interest thereon) pursuant if the Certificate evidencing such shares of Common Stock is presented to Section 4.2 the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of this Agreement. To the extent Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 3.5 of this Agreement2.02, each holder of shares of FCB Common Stock issued and outstanding Certificate shall be deemed at any time after the Effective Time also shall to evidence only the right to receive, upon surrender such surrender, the Merger Consideration for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this ARTICLE II. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be for the account of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawSurviving Corporation.

Exchange Procedures. Promptly after (a) On or before the Effective TimeClosing Date, Flag Towne shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or such other transfer agent or depository or trust institution of recognized standing approved by Flag Towne (in such capacity, the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected), and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange benefit of the FCB holders of the Holding Company Common stock certificates. After Certificates and the Effective Timeholders of Holding Company Book-Entry Shares, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 election of this AgreementTowne, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or either certificates representing the shares of FCB Towne Common Stock or noncertificated shares of Towne Common Stock (or a combination) issuable pursuant to this Article 2, together with any dividends or distributions with respect thereto and any cash to be paid in lieu of fractional shares without any interest thereon (the “Exchange Fund”), in exchange for exchange the Holding Company Common Certificates and Holding Company Book-Entry Shares. (b) As promptly as practicable after the Effective Date, Towne shall cause the Exchange Agent to send to each former stockholder of record of Holding Company immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s Holding Company Common Certificates or Holding Company Book-Entry Shares for the Merger Consideration, as provided for herein. (c) Towne shall cause the Merger Consideration into which shares of Holding Company Common Stock are converted at the Effective Date, and dividends or distributions that a Holding Company stockholder shall be entitled to receive, to be issued and paid to such Holding Company stockholder upon proper surrender to the Exchange Agent of Holding Company Common Certificates and Holding Company Book-Entry Shares representing such shares of Holding Company Common Stock, together with the transmittal materials duly executed and completed in this Section 4.1 accordance with the instructions thereto. No interest will accrue or appropriate affidavits be paid on any such cash to be paid pursuant to Sections 2.4 or indemnity agreements in the event such share certificates 2.6. (d) Any Holding Company stockholder whose Holding Company Common Certificates or Holding Company Book-Entry Shares have been lost, mutilated destroyed, stolen or destroyedare otherwise missing shall be entitled to the Merger Consideration and dividends or distributions to which such stockholder shall be entitled upon compliance with reasonable conditions imposed by Towne pursuant to applicable law and as required in accordance with Towne’s standard policy (including the requirement that the stockholder furnish customary indemnity). (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Holding Company for twelve (12) months after the Effective Date shall be returned to Towne (together with any earnings in respect thereof). The certificate or certificates Any stockholders of FCB Holding Company who have not complied with this Article 2 shall thereafter be entitled to look only to Towne, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of Holding Company Common Stock so surrendered shall be duly endorsed such stockholder held as either Flag or of the close of business on the Effective Date as determined pursuant to this Agreement, without any interest thereon. (f) None of the Exchange Agent may require. Any other provision of this Agreement notwithstandingAgent, neither Flag the parties hereto, the Towne Subsidiaries (as defined herein) nor the Exchange Agent Holding Company Subsidiaries (as defined herein) shall be liable to a holder any stockholder of FCB Common Stock Holding Company for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly (a) Distributions by MainSource of the Merger Consideration shall be made in accordance with Section 3.04. At and after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore each certificate representing shares of FCB UCBC Common Stock shall pass, represent only upon proper delivery the right to receive the Merger Consideration in accordance with the terms of such certificates this Agreement. (b) At or prior to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, MainSource shall reserve a sufficient number of shares of MainSource Common Stock to be issued as part of the Merger Consideration and shall deposit with MainSource Bank an estimated amount of cash to be issued as part of the Merger Consideration. (c) MainSource shall cause a certificate representing that number of whole shares of MainSource Common Stock that each holder of UCBC Common Stock has the right to receive pursuant to Section 3.04, if any, and a check in the amount of any cash that such holder has the right to receive pursuant to Section 3.04, if any, including any cash in lieu of fractional shares, or dividends or distributions which such person shall be entitled to receive, to be delivered to such shareholder upon delivery (if not previously delivered) to MainSource of certificates representing such shares of FCB UCBC Common Stock (other than shares "Old Certificates") (or bond as indemnity satisfactory to MainSource if any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be canceled paid on any Merger Consideration that any such person shall be entitled to receive pursuant to Section 3.3 of this Agreement Article III upon such delivery. (d) No dividends or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at other distributions on MainSource Common Stock with a record date occurring after the Effective Time shall surrender the certificate or certificates representing such shares be paid to the Exchange Agent and holder of any unsurrendered Old Certificate representing shares of UCBC Common Stock converted in the Company Merger into the right to receive shares of such MainSource Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 3.05. After becoming so entitled in accordance with this Section 3.05, the record holder thereof also shall promptly upon surrender thereof be entitled to receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered any such dividends or distributions in respect of such shares (other distributions, without any interest thereon) pursuant , which theretofore had become payable with respect to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB MainSource Common Stock issued and outstanding at such holder had the Effective Time also shall receive, right to receive upon surrender of the certificate or certificates representing such shares, cash in lieu Old Certificate. (e) The stock transfer books of UCBC shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of UCBC of any fractional share shares of Flag UCBC Common Stock Stock. If, after the Effective Time, Old Certificates are presented to MainSource, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 3.05. (f) MainSource shall be entitled to rely upon UCBC's stock transfer books to establish the identity of those persons entitled to receive the 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 Certificate, MainSource shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved 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 holder Old Certificate to be lost, stolen, or destroyed and, if required by MainSource, the posting by such person of a bond in such amount as MainSource may reasonably direct as indemnity against any claim that may be otherwise entitled made against it with respect to such Old Certificate, MainSource will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 3.04 hereof. (without interest). Neither Flag nor h) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be obligated liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB UCBC Common Stock for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. As promptly as practicable following the date hereof and in any event not later than the fifth (5th) Business Day thereafter, (i) the Paying Agent shall mail to each holder of Company Capital Stock a letter of transmittal in a form reasonably acceptable to Purchaser and the Company, a Support Agreement and instructions for use in effecting the surrender of Certificates in exchange for the applicable portion of Merger Consideration pursuant to Section 2.6(b) and (ii) the Paying Agent shall mail to each holder of Company Common Stock Warrants a letter of transmittal in a form reasonably acceptable to Purchaser and the Company, a Support Agreement and instructions for use in effecting the surrender of such Company Common Stock Warrants in exchange for the applicable portion of Merger Consideration pursuant to Section 2.6(d). Upon surrender of a Certificate for cancellation to the Paying Agent, together with a letter of transmittal and a Support Agreement, each duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that the Paying Agent may reasonably require in connection therewith, the holder of such Certificate will be entitled to receive in exchange therefor a cash amount as provided in Section 2.6(b) with respect to such Certificate and the Certificate so surrendered will forthwith be canceled. Upon surrender of a Company Common Stock Warrant for cancellation to the Paying Agent, together with a letter of transmittal and a Support Agreement, each duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that the Paying Agent may reasonably require in connection therewith, the holder of such Company Common Stock Warrant will be entitled to receive in exchange therefor a cash amount as provided in Section 2.6(d) with respect to such Company Common Stock Warrant and the Company Common Stock Warrant so surrendered will forthwith be canceled. The Paying Agent will promptly cause the payments described in the preceding sentences to be made to the holders of Company Capital Stock and Company Common Stock Warrants by wire transfer of immediately available funds to the account designated by such 13 Confidential Treatment Requested holders in the letter of transmittal delivered with such Certificate or Company Common Stock Warrant. Promptly following the Effective Time, the Surviving Corporation will cause the payment of the cash amount as provided in Section 2.6(c) with respect to such Vested Company Options to be made to the holders of Vested Company Options that have previously delivered executed Support Agreements to Cooley or Purchaser by disbursing such payments through the Surviving Corporation’s payroll system, net of applicable Tax withholding. No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate or Company Common Stock Warrant or Company Option. In the event that the amount payable upon surrender of any Certificate or Company Common Stock Warrant is to be paid to a Person other than the Person in whose name such Certificate or Company Common Stock Warrant was issued, it shall be a condition of payment that the Certificate or Company Common Stock Warrant so surrendered shall be properly endorsed or otherwise in proper form for transfer, and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate or Company Common Stock Warrant or establish to the reasonable satisfaction of the Paying Agent that such Taxes have been paid or are not applicable. Until so surrendered, each outstanding Certificate or Company Common Stock Warrant that prior to the Effective Time represented shares of Company Capital Stock (other than Dissenting Shares) or Company Common Stock Warrant will be deemed from and after the Effective Time, Flag shall cause for all purposes, to evidence the exchange agent selected by Flag (right to receive the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange portion of the FCB Common stock certificatesMerger Consideration as provided in Section 2.6(b), Section 2.6(d) or Section 2.6(e), as applicable. After If, after the Effective Time, each holder of shares of FCB any Certificate or Company Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Warrant is presented to the Exchange Agent Paying Agent, it will be cancelled and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange exchanged as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law2.7.

Exchange Procedures. Promptly after As soon as practicable, but in no event more than three (3) Business Days, following the Effective TimeClosing Date, Flag ACMB shall cause mail a letter of transmittal on ACMB’s standard form to each Apex Holdings stockholder at the address set forth opposite each such Member’s name on Schedule A to this Agreement or as provided in the records of Apex Holdings. After receipt of such letter of transmittal and any other documents that ACMB may require in order to effect the exchange agent selected by Flag (the “Exchange AgentDocuments”), the Members will surrender the certificates representing their shares of Apex Holdings common stock transferred to ACMB (the “Apex Holdings Stock Certificates”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent together with duly completed and shall promptly upon validly executed Exchange Documents. Upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreementa Apex Holdings Stock Certificate for cancellation to ACMB, or such agent or agents as may be appointed by ACMB, together with all undelivered dividends or distributions such Exchange Documents, duly completed and validly executed in respect accordance with the instructions thereto, the holder of such shares (without interest thereon) pursuant Apex Holdings Stock Certificate shall be entitled to Section 4.2 receive from the Exchange Agent in exchange therefor, a certificate representing the number of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of whole shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag ACMB Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of pursuant to Section 1.6 hereof, and the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Apex Holdings Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall be duly endorsed as either Flag or cancelled. Until so surrendered, each Apex Holdings Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the number of full shares of ACMB Common Stock into which such Apex Holdings Stock Certificates shall have been so converted. No portion of the Merger Consideration will be paid to the holder of any unsurrendered Apex Holdings Stock Certificate with respect to Apex Holdings stockholders formerly represented thereby until the holder of record of such Apex Holdings Stock Certificate shall surrender such Apex Holdings Stock Certificate and the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official Documents pursuant to any applicable abandoned property, escheat or other Lawhereto.

Exchange Procedures. Promptly (a) At the Closing, the SLC Stockholder will surrender its certificates which, immediately prior to the Effective Time, represented outstanding shares of SLC Common Stock converted in the Merger (the "SLC Certificates") in exchange for certificates representing ITI Common Stock. Subject to Section 1.8, upon surrender of a SLC Certificate to ITI for exchange, together with such other documents as may be reasonably required by ITI consistent with this Agreement, (i) the holder of such SLC Certificate shall be entitled to receive in exchange therefore a certificate representing the number of shares of ITI Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a) and (ii) the SLC Certificate so surrendered shall be canceled. Until so surrendered, each SLC Certificate shall be deemed, from and after the Effective Time, Flag shall cause to represent only the exchange agent selected by Flag (the “Exchange Agent”) right to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB receive ITI Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag ITI Common Stock) as contemplated by this Section 1.7 and Section 1.8. (b) At and after the Effective Time, there shall be no further registration or transfers of shares of SLC Common Stock (other than transfers by operation of law), and the stock ledgers of SLC shall be closed. After the Effective Time, SLC Certificates presented to which such holder may ITI for transfer shall be otherwise entitled (canceled and exchanged for the Merger Consideration provided for, without interest). Neither Flag nor , and in accordance with the Exchange Agent procedures set forth, in this Article I. (c) No dividends, interest or other distributions with respect to the Merger Consideration shall be obligated paid to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger any unsurrendered SLC Certificates until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange are surrendered as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event 1.7. Upon such share certificates have been lostsurrender, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered there shall be duly endorsed as either Flag or paid, without interest, to the Exchange Agent may require. Any person in whose name any SLC Certificate is registered all dividends and other provision distributions payable in respect of this Agreement notwithstandingsuch securities on a date subsequent to, neither Flag nor and in respect of a record date after, the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawEffective Time.

Exchange Procedures. Promptly (a) As soon as practicable following the Effective Time, Mercantile shall mail or cause to be mailed to holders of record of certificates formerly representing shares of Seller Common Stock (the "Certificates"), as identified on the Seller Shareholder List (as provided pursuant to Section 1.11 hereof), letters advising them of the effectiveness of the Merger and instructing them to tender such Certificates to Mercantile or its duly appointed agent as exchange agent (the "Exchange Agent"), or in lieu thereof, such evidence of lost, stolen or mutilated Certificates and such surety bond or other security as the Exchange Agent may reasonably require (the "Required Documentation"). (b) Subject to Section 1.11, after the Effective Time, Flag shall cause each previous holder of a Certificate that surrenders such Certificate or in lieu thereof, the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effectedRequired Documentation, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent, with a properly completed and executed letter of transmittal with respect to such Certificate, will be entitled to a certificate or certificates representing the number of full shares of Mercantile Common Stock into which the Certificate so surrendered shall have been converted pursuant to this Agreement, and any distribution theretofore declared and not yet paid with respect to such shares of Mercantile Common Stock and any amount due with respect to fractional shares, without interest (the "Merger Consideration"). Such shares of Mercantile Common Stock, any amount due with respect to fractional shares and any distribution shall be delivered by Mercantile to each such holder as promptly as practicable after such surrender. (c) for Each outstanding Certificate, until duly surrendered to the exchange Exchange Agent, shall be deemed to evidence ownership of the FCB Common Merger Consideration into which the stock certificates. previously represented by such Certificate shall have been converted pursuant to this Agreement. (d) After the Effective Time, each holder holders of shares Certificates shall cease to have rights with respect to the stock previously represented by such Certificates, and their sole rights shall be to exchange such Certificates for the Merger Consideration. After the closing of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or the transfer books as to which dissenters’ rights of appraisal have been perfected as provided described in Section 3.4 1.11 hereof, there shall be no further transfer on the records of this Agreement) issued Seller of Certificates, and outstanding at the Effective Time if such Certificates are presented to Seller for transfer, they shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender be cancelled against delivery of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest)Merger Consideration. Neither Flag Buyers nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger Consideration until such holder surrenders his the Certificates or her certificate furnishes the Required Documentation as provided herein. No dividends or certificates distributions declared after the Effective Time (including any redemption by Mercantile of the Rights associated therewith) on the Mercantile Common Stock will be remitted to any person entitled to receive Mercantile Common Stock under this Agreement until such person surrenders the Certificate representing the shares of FCB right to receive such Mercantile Common Stock or furnishes the Required Documentation, at which time such dividends or declarations shall be remitted to such person, without interest and less any taxes that may have been imposed thereon. Certificates surrendered for exchange by an affiliate shall not be exchanged until Buyers have received a written agreement from such affiliate as provided in this required pursuant to Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed5.07 hereof. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or Neither the Exchange Agent may require. Any other provision of nor any party to this Agreement notwithstanding, neither Flag nor the Exchange Agent any affiliate thereof shall be liable to a any holder of FCB Common Stock stock represented by any Certificate for any amounts Merger Consideration issuable or payable in the Merger that is paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly As soon as practicable after the Effective Time------------------- Date, Flag DPRC shall cause the exchange agent selected by Flag (the “Exchange Agent”) send a notice and transmittal form to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of record of Outstanding SPC Common Stock advising such holder of the effectiveness of the Merger and the procedure for surrendering to DPRC the certificate or certificates to be exchanged pursuant to the Merger. Upon the surrender for exchange of such a certificate, together with such letter of transmittal duly completed and properly executed in accordance with instructions thereto and such other documents as may be required pursuant to such instructions, subject to Section 3.4(b), below, the holder of such certificate shall be paid promptly, without interest thereon, the number of shares of FCB DPRC Common Stock and any cash in lieu of fractional shares to which such holder is entitled hereunder, and such certificate shall forthwith be canceled. Until so surrendered and exchanged, each certificate which immediately prior to the Effective Date represented Outstanding SPC Common Stock (other than shares treasury shares) shall (i) be deemed not outstanding, and (ii) shall represent solely the right to be canceled receive the DPRC Common Stock into which the SPC Common Stock it theretofore represented shall have been converted into the right to receive pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued 3.1(a), above, and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of fractional shares pursuant to Section 3.1(e), above. Until such time as a certificate representing DPRC Common Stock is issued to, or at the direction of, the holder of a surrendered certificate, such DPRC Common Stock shall be deemed not outstanding and shall not be entitled to vote on any matter. No dividends or other distributions with respect to DPRC Common Stock with a record date after the Effective Date shall be paid to the holder of any certificate formerly representing SPC Common Stock with respect to shares of DPRC Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.1(e), above, until the surrender of such certificate in accordance with this Section 3.4(a). Subject to applicable Law, following surrender of any such certificate, there shall be paid to the holder of the certificate representing whole shares of DPRC Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Flag DPRC Common Stock to which such holder may be otherwise is entitled pursuant to Section 3.1(e), above, and the amount of dividends or other distributions with a record date after the Effective Date theretofore payable with respect to such whole shares of DPRC Common Stock, and (without interest)ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of DPRC Common Stock. Neither Flag nor If the Exchange Agent shall be obligated DPRC Common Stock issued with respect to deliver the consideration to which any former holder of FCB SPC Common Stock is entitled as to be delivered to a result person other than the person in whose name the certificates for such SPC Common Stock are registered, it shall be a condition of such delivery that the person requesting such delivery shall pay to DPRC any transfer or other taxes required by reason of the Merger until delivery of such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a person other than the registered holder of FCB Common Stock for any amounts the certificates surrendered or shall establish to the satisfaction of DPRC that such tax has been paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawis not applicable.

Exchange Procedures. Promptly after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”a) to mail Pursuant to the former shareholders Initial Agreement, the Company has mailed, or otherwise delivered, a Transmittal Letter to each registered holder of FCB appropriate transmittal materials (which Company Common Stock. Prior to or promptly following the date of this Agreement, the Company shall specify that delivery mail, or otherwise deliver, a Supplement to Transmittal Letter to each registered holder of Company Common Stock. Each such holder who delivers a Properly Completed Transmittal Letter shall be effected, and risk of loss and title entitled to the certificates theretofore representing shares payment of FCB Common Stock shall pass, only upon proper delivery the applicable Merger Consideration (net of such certificates the amount to be paid to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled Escrow Agent and any applicable withholding pursuant to Section 3.3 of this Agreement or as 3.03(c)) with respect to which dissenters’ rights of appraisal have been perfected the Shares subject to such Stockholder's Properly Completed Transmittal Letter on the Closing Date as provided in Section 3.4 2.02. Each such holder that is not a Signatory Stockholder that delivers a Properly Completed Transmittal Letter to the Purchaser shall become a party hereto as an "Additional Stockholder" and as a "Stockholder" and shall be bound by all covenants, agreements, representations and warranties made by the Stockholders hereunder as if, unless otherwise specifically provided herein, such holder was an original party hereto as a "Stockholder." Each holder of this Shares shall submit one Transmittal Letter and one Supplement to Transmittal Letter for all Shares beneficially owned by such holder and shall make, if available, a Stock Election for all of such Shares or make no Stock Election for all of such Shares; provided that a Signatory Stockholder may deliver a Transmittal Letter and a Supplement to Transmittal Letter with respect to all Shares beneficially owned (other than Shares acquired upon the exercise of options subsequent to the date of the Initial Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.by

Exchange Procedures. Promptly after the Closing Date, Enterprise MLP shall cause the Exchange Agent to mail to each record holder, as of the Effective Time, Flag shall cause of any outstanding certificate or certificates that immediately prior to the exchange agent selected by Flag Effective Time represented GulfTerra Common Units (the “Exchange Agent”"Certificates"), a form of letter of transmittal (the "Letter of Transmittal") to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange AgentAgent and which shall be in such form and have such other provisions as Enterprise MLP and GulfTerra GP may reasonably specify) and instructions for use in effecting the exchange surrender of the FCB Certificate(s) and payment therefor. Upon surrender to the Exchange Agent of such Certificates, together with such properly completed and duly executed Letter of Transmittal, the holder of a Certificate shall be entitled to a certificate or certificates representing the number of full Enterprise Common stock certificatesUnits into which the Certificates surrendered shall have been converted pursuant to this Agreement and the Fractional Unit Payment, if any, payable in redemption of any fractional Enterprise Common Unit otherwise issuable. The instructions for effecting the surrender of Certificates shall set forth procedures that must be taken by the holder of any Certificate that has been lost, destroyed or stolen. It shall be a condition to the right of such holder to receive a certificate representing Enterprise Common Units and the Fractional Unit Payment, if any, that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Enterprise MLP, signed exactly as the name or names of the registered holder or holders appeared on the books of GulfTerra MLP immediately prior to the Effective Time, together with a customary bond and such other documents as Enterprise MLP may reasonably require in connection therewith. After the Effective Time, each holder there shall be no further transfer on the records of shares GulfTerra MLP or its transfer agent of FCB Common Stock (other than shares Certificates; and if such Certificates are presented to GulfTerra MLP or its transfer agent for transfer, they shall be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender against delivery of the certificate or certificates representing for Enterprise Common Units and any Fractional Unit Payment as hereinabove provided. If any certificate for such sharesEnterprise Common Units is to be issued to a person other than the registered holder of a Certificate surrendered for exchange, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent it shall be obligated to deliver a condition of such exchange that the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall be duly endorsed as either Flag properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Enterprise MLP or the Exchange Agent may require. Any any transfer or other provision taxes required by reason of this Agreement notwithstandingthe issuance of certificates for such Enterprise Common Units in a name other than that of the registered holder of the Certificate(s) surrendered, neither Flag nor or establish to the reasonable satisfaction of Enterprise MLP or the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.1(f), each Certificate shall be liable deemed at any time after the Closing Date to a holder of FCB represent only the right to receive upon such surrender the Enterprise Common Stock for any amounts Units and Fractional Unit Payment, if any, as contemplated by this Section 2.1. No interest will be paid or property delivered in good faith to a public official pursuant to will accrue on any applicable abandoned property, escheat or other LawFractional Unit Payment.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Flag the Exchange Agent shall cause mail and make available to each record holder, as of the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders Effective Time, of FCB appropriate an outstanding Certificate or Certificates, which prior thereto represented shares of Company Common Stock or Company Preferred Stock, a form letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock such Certificate or Certificates shall pass, only upon proper delivery of such certificates Certificate or Certificates to the Exchange Agent) and instructions for use in effecting the exchange surrender of the FCB Common stock certificatessuch Certificate or Certificates for payment therefor. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall Upon surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreementsuch Certificate or Certificates, together with all undelivered dividends or distributions in respect such letter of such shares (without interest thereon) pursuant transmittal, duly executed, the Exchange Agent shall, and the Parent shall cause the Exchange Agent to, promptly pay out to Section 4.2 of this Agreement. To the extent required Persons entitled thereto the amount determined by Section 3.5 of this Agreement, each holder multiplying the number of shares of FCB Company Common Stock issued and outstanding at represented by the Effective Time also shall receive, Certificate or Certificates so surrendered by the Common Price or by multiplying the number of shares of Company Preferred Stock represented by the Certificate or Certificates so surrendered by the Preferred Price. No interest will be paid or 4 accrued on the cash payable upon the surrender of the certificate Certificate or certificates representing such sharesCertificates. If payment is to be made to a Person other than the one in whose name the Certificate surrendered is registered, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent it shall be obligated to deliver a condition of payment that the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall be duly properly endorsed as either Flag or otherwise in proper form for transfer and that the Exchange Agent may requirePerson requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Any other provision Until surrendered in accordance with the provisions of this Agreement notwithstandingSection 2.2, neither Flag nor the Exchange Agent shall be liable Certificate or Certificates which immediately prior to a holder the Effective Time represented issued and outstanding shares of FCB (a) Company Common Stock (except for any amounts paid Certificates representing Dissenting Shares) shall represent for all purposes the right to received in cash the amount determined by multiplying the number of shares of Company Common Stock represented by such Certificate or property delivered Certificates by the Common Price and (b) Company Preferred Stock (except for Certificates representing Dissenting Shares) shall represent for all purposes the right to receive in good faith to a public official pursuant to any applicable abandoned property, escheat cash the amount determined by multiplying the number of shares of Company Preferred Stock represented by such Certificate or other LawCertificates by the Preferred Price.

Exchange Procedures. (a) Promptly after the Effective Time, Flag Pacific shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail deliver to the former shareholders Sole Stockholder a notice of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk the effectiveness of loss and title to the certificates theretofore representing Merger. Upon surrender of the Sole Stockholder’s certificate for his shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Company Common Stock (other than shares “Old Certificates”) duly endorsed, the Sole Shareholder shall be entitled to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreementtherefor, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Pacific Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements into which his shares of the Company Common Stock were converted pursuant to the Merger (“New Certificate”), that the Sole Shareholder is entitled to receive in the event Merger. (b) Until surrendered and exchanged as herein provided, each outstanding certificate which, prior to the Effective Time, represented the Company Common Stock shall be deemed for all corporate purposes to evidence ownership of the same number of shares of Pacific Common Stock into which the shares of the Company Common Stock represented by such share certificates certificate shall have been lost, mutilated so converted. No dividends or destroyed. The certificate other distributions declared or certificates of FCB made with respect to Pacific Common Stock so surrendered shall after the Effective Time will be duly endorsed as either Flag or paid to the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB any certificate that prior to the Effective Time evidenced shares of the Company Common Stock for any amounts paid until the holder of such certificate surrenders or property delivered in good faith exchanges such certificate as herein provided. Subject to a public official pursuant to the effect of any applicable abandoned property, escheat or similar laws, following surrender of any such certificate, there will be paid to the holder of the certificates evidencing shares of Pacific Common Stock issued in exchange therefor, without interest, (i) the amount of dividends or other Lawdistributions with a record date after the Effective Time theretofore paid with respect to such shares of Pacific Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to the surrender and a payment date occurring after surrender, payable with respect to such shares of Pacific Common Stock less any withholding taxes which are required thereon. (c) In the event any certificate representing the Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of The Company Common Stock claiming such certificate to be lost, stolen or destroyed and an agreement by such holder to indemnify and hold harmless Pacific and the Surviving corporation.

Exchange Procedures. Promptly Each certificate for shares of Heritage Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the number of whole shares of Holding Company Common Stock for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If shares of Holding Company Common Stock or payments of cash are to be issued or made to a person other than the one in whose name the surrendered certificate is registered, the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the person to whom certificates for shares of Holding Company Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by reason of such issuance or payment to a person other than the registered holder of the certificate for shares of Heritage Common Stock or BCB Common Stock which are surrendered. As promptly as practicable after the Effective TimeDate, Flag the Holding Company shall send or cause the exchange agent selected by Flag (the “Exchange Agent”) to mail be sent to the former shareholders each shareholder of FCB appropriate record of Heritage Common Stock or BCB Common Stock transmittal materials (for use in exchanging certificates representing Heritage Common Stock for certificates representing Holding Company Common Stock into which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore Heritage Common Stock or BCB Common Stock have been converted in the Consolidation. Certificates representing shares of FCB Holding Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) and checks for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share shares shall be mailed to former shareholders of Flag Heritage and BCB as soon as reasonably possible but in no event later than thirty (30) business days following the receipt of certificates representing former shares of Heritage Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB or BCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or accompanied by the Exchange Agent may require. Any other provision of this Agreement notwithstandingmaterials referenced herein and delivered by certified mail, neither Flag nor return receipt requested (but in no event earlier than the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsecond business day following the Effective Date).

Exchange Procedures. Promptly after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, Agent will distribute to each former holder of shares of FCB Primal Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall Stock, upon surrender the certificate or certificates representing such shares to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal, that theretofore evidenced shares of Primal Common Stock, certificates evidencing the appropriate number of shares of Xxxxx Preferred Stock into which such shares of Primal Common Stock were converted pursuant to the Merger, less such holder's pro rata share of the Escrow Shares, and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered any dividends or distributions in respect related thereto which such former holder of such shares (without interest thereon) Primal Common Stock is entitled to receive pursuant to Section 4.2 the provisions of this AgreementSection 2. To the extent required by Section 3.5 of this Agreement, each holder of If shares of FCB Common Xxxxx Preferred Stock are to be issued and outstanding at to a Person other than the Effective Time also shall receive, upon surrender of Person in whose name the surrendered certificate or certificates representing are registered, it will be a condition of issuance of Xxxxx Preferred Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such shares, cash in lieu payment shall pay any transfer or other Taxes required by reason of any fractional share the issuance of Flag Common Xxxxx Preferred Stock to which a Person other than the registered holder of the surrendered certificate or certificates or such holder may be otherwise entitled (without interest)Person shall establish to the satisfaction of Xxxxx that any such Tax has been paid or is not applicable. Neither Flag nor Notwithstanding the foregoing, neither the Exchange Agent shall nor any party hereto will be obligated liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Primal Common Stock for any amounts paid Xxxxx Preferred Stock or property cash or dividends or distributions thereon delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.

Exchange Procedures. Promptly (a) As soon as practicable after the execution hereof, ICG shall provide to each Acquiree shareholder a letter of transmittal and a form of Exchange Agreement (Exhibit B) with Representations for execution by acquiree shareholders and instructions for use in effecting the surrender of certificates representing shares of Acquiree outstanding immediately prior to the Effective Time (the"Certificates") in appropriate and customary form with such provisions as the board of directors of ICG after the Exchange may reasonably specify. Upon surrender of a Certificate for cancellation to ICG, together with such letter of transmittal, duly and properly executed, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of shares of ICG Common Stock as is equal to the product of the percentage of Acquiree's shares represented by the certificate multiplied by the Conversion Amount, and the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.04, each Certificate shall, at and after the Effective Time, Flag shall cause be deemed to represent only the exchange agent selected by Flag (the “Exchange Agent”) right to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such sharesCertificate, cash in lieu of any fractional share of Flag ICG Common Stock to which such holder may be otherwise entitled (without interest)as contemplated by this Section 1.04, -3- <PAGE> together with any dividends and other distributions payable as provided in Section 1.05 hereof, and the holders thereof shall have no rights whatsoever as stockholders of ICG. Neither Flag nor Shares of ICG Common Stock issued in the Exchange Agent shall be obligated issued, and be deemed to deliver be outstanding, as of the consideration Effective Time. ICG shall cause all such shares of ICG Common Stock issued pursuant to which the Exchange to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) If any former holder certificate representing shares of FCB ICG Common Stock is entitled as to be issued in a result name other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the Merger until issuance of certificates for such holder surrenders his or her certificate or certificates representing the shares of FCB ICG Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in a name other than that of the registered holder of the Certificate so surrendered. (c) In the event such share certificates any Certificate shall have been lost, mutilated stolen or destroyed. The certificate , upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and upon the posting by such person of a bond in such amount as ICG may reasonably direct as an indemnity against any claim that may be made against it with respect to such Certificate, ICG will issue in respect of such lost, stolen or destroyed Certificate one or more certificates representing shares of FCB ICG Common Stock so surrendered as contemplated by this Section 1.04 and such person shall be duly endorsed entitled to the dividend and other distribution rights provided in Section 1.05 hereof. (d) If any Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such earlier date on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Entity, free and clear of all claims or shares of any person previously entitled thereto. (e) ICG shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate surrendered for shares of ICG Common Stock (and dividends or distributions with respect to ICG Common Stock as either Flag contemplated by Section 1.05 hereof) such amount as ICG is required to deduct and withhold with respect to the making of such payment under the Doe, or provisions of any state, local or foreign tax law. To the Exchange Agent may require. Any other provision extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement notwithstanding, neither Flag nor as having been paid to the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.such Certificate. -4- <PAGE> SECTION

Exchange Procedures. Promptly (a) On or before the Closing Date, American shall deposit, or shall cause to be deposited, with its transfer agent or such other transfer agent or depository or trust institution of recognized standing approved by American (in such capacity, the “Exchange Agent”), for the benefit of the holders of the HomeTown Common Certificates and the holders of HomeTown Book-Entry Shares, at the election of American, either certificates representing the shares of American Common Stock or non-certificated shares of American Common Stock (or a combination) issuable pursuant to this Article 2, together with any dividends or distributions with respect thereto and any cash to be paid in lieu of fractional shares without any interest thereon (the “Exchange Fund”), in exchange for the HomeTown Common Certificates and HomeTown Book-Entry Shares. (b) As promptly as practicable after the Effective Time, Flag American shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail send to each former shareholder of record of HomeTown immediately prior to the former shareholders of FCB appropriate Effective Time transmittal materials for use in exchanging such shareholder’s HomeTown Common Certificates or HomeTown Book-Entry Shares for the Merger Consideration, as provided for herein. (c) American shall cause the Merger Consideration into which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB HomeTown Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After are converted at the Effective Time, each holder and dividends or distributions that a HomeTown shareholder shall be entitled to receive, to be issued and paid to such HomeTown shareholder upon proper surrender to the Exchange Agent of HomeTown Common Certificates and HomeTown Book-Entry Shares representing such shares of FCB HomeTown Common Stock (other than shares Stock, 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 cash to be canceled paid pursuant to Section 3.3 2.4 or Section 2.6. Table of this Agreement Contents (d) Any HomeTown shareholder whose HomeTown Common Certificates or as to which dissenters’ rights of appraisal HomeTown Book-Entry Shares have been perfected lost, destroyed, stolen or are otherwise missing shall be entitled to the Merger Consideration and dividends or distributions upon compliance with reasonable conditions imposed by American pursuant to applicable law and as provided required in Section 3.4 accordance with American’s standard policy (including the requirement that the shareholder furnish a surety bond or other customary indemnity). (e) Any portion of this Agreementthe Exchange Fund that remains unclaimed by the shareholders of HomeTown for twelve (12) issued and outstanding at months after the Effective Time shall surrender the certificate or certificates representing such shares be returned to the Exchange Agent American (together with any earnings in respect thereof). Any shareholders of HomeTown who have not complied with this Article 2 shall thereafter be entitled to look only to American, and shall promptly upon surrender thereof receive in exchange therefor only as a general creditor thereof, for payment of the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions deliverable in respect of such shares (without interest thereon) pursuant to Section 4.2 each share of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB HomeTown Common Stock issued and outstanding at such shareholder held as of the close of business on the Effective Time also shall receiveas determined pursuant to the Agreement, upon surrender without any interest thereon. (f) None of the certificate or certificates representing such sharesExchange Agent, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag the parties hereto, nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent parties’ respective Subsidiaries shall be liable to a holder any shareholder of FCB Common Stock HomeTown for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly after (a) At the Effective TimeDate, Flag the Continuing Corporation shall deposit, or shall cause the exchange to be deposited, with its transfer agent selected or such other transfer agent or depository or trust institution of recognized standing approved by Flag VFG and FNB (in such capacity, the “Exchange Agent”), for the benefit of the holders of the Old FNB Certificates, certificates representing Continuing Corporation Common Stock (“New Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of Continuing Corporation Common Stock, without any interest thereon (the “Exchange Fund”), to be paid pursuant to Article 1 and this Article 2 in exchange for outstanding shares of FNB Common Stock. (b) As promptly as practicable after the Effective Date, the Continuing Corporation shall cause the Exchange Agent to mail send to each former stockholder of record of FNB immediately before the former shareholders of FCB appropriate Effective Date transmittal materials for use in exchanging such stockholder’s Old FNB Certificates for New Certificates based upon the Exchange Ratio. (which c) At its election, the Continuing Corporation may, but shall specify that delivery shall not be effectedrequired to, and risk cause the Exchange Agent to send to each stockholder of loss and title to record of VFG immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s certificates theretofore representing shares of FCB VFG Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent(“Old VFG Certificates”) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder New Certificates representing an equal number of shares of FCB Continuing Corporation Common Stock. If the Continuing Corporation elects to require the surrender of the Old VFG Certificates, it shall comply with Section 2.2(a) above with respect to, and for the benefit of, the holders of the Old VFG Certificates. (d) The Continuing Corporation shall cause the New Certificates for shares of Continuing Corporation Common Stock (other than into which shares of FNB Common Stock and VFG Common Stock, to the extent the Continuing Corporation elects to require that Old VFG Certificates be surrendered and exchanged for New Certificates pursuant to Section 2.2(c) above, are converted at the Effective Date or dividends or distributions which such stockholder shall be entitled to receive and any cash to be paid in lieu of fractional shares to be canceled pursuant paid to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares stockholder upon delivery to the Exchange Agent of Old FNB Certificates and Old VFG Certificates representing such shares of FNB and VFG, 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 cash to be paid pursuant to Section 2.3. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of FNB and VFG, to the extent the Continuing Corporation elects to require that Old VFG Certificates be surrendered and exchanged for New Certificates pursuant to Section 2.2(c) above, for six months after the Effective Date shall promptly upon surrender thereof receive be returned to the Continuing Corporation (together with any dividends or earnings in exchange therefor respect thereof). Any stockholders of FNB and VFG, if applicable, who have not complied with this Article 2 shall thereafter be entitled to look only to the Continuing Corporation, and only as a general creditor thereof, for payment of the consideration provided deliverable in Section 3.1 respect of each share of FNB Common Stock and VFG Common Stock such stockholder holds as determined pursuant to this Agreement, together with all undelivered dividends or distributions in respect of such shares (without any interest thereon. (f) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender None of the certificate or certificates representing such sharesExchange Agent, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his parties hereto or her certificate or certificates representing the shares any of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent their respective Subsidiaries shall be liable to a holder any stockholder of FCB Common Stock FNB or VFG for any amounts paid or amount of property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly after the Effective Time, Flag NCBC and FFC shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to the former shareholders of FCB FFC Record Holders appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB FFC Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) ). The Exchange Agent may establish reasonable and customary rules and procedures in connection with its duties including its obligation to deliver the Consideration to which any FFC Record Holder may receive for the exchange of the FCB Common stock lost, misplaced or destroyed FFC certificates. After the Effective Time, each holder FFC Record Holder of shares of FCB FFC Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 2.1(c) of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration Consideration provided in Section 3.1 2.1(b) of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 3.2 of this Agreement. To the extent required by Section 3.5 2.1(b) of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time FFC Record Holder also shall receive, upon surrender of the certificate or certificates representing such shareshis or her shares of FFC Common Stock outstanding immediately prior to the Effective Time, cash in lieu of any fractional share of Flag NCBC Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent NCBC shall not be obligated to deliver the consideration Consideration to which any former holder of FCB Common Stock FFC Record Holder is entitled as a result of the Merger until such holder FFC Record Holder surrenders his or her such holder's certificate or certificates representing the shares of FCB FFC Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed3.1. The certificate or certificates of FCB FFC Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may reasonably require. Any other provision of this Agreement notwithstanding, neither Flag NCBC nor the Exchange Agent shall be liable to a holder of FCB Common Stock FFC Record Holder for any amounts paid or property properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other property Law. Adoption of this Agreement by the shareholders of FFC shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. Promptly (a) As soon as practicable after the Effective Time, Flag JTI shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to each IMV Stockholder a letter of transmittal and instructions for use in effecting the former shareholders surrender of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB IMV Common Stock shall passoutstanding immediately prior to the Effective Time (the "Certificates") in appropriate and customary form with such provisions as the board of directors of JTI after the Merger may reasonably specify. Upon surrender of a Certificate for cancellation to JTI, only upon proper delivery together with such letter of transmittal, duly and properly executed, the holder of such certificates Certificate shall be entitled to the Exchange Agent) for the receive in exchange of the FCB Common stock certificates. After the Effective Time, each holder therefor a certificate representing that number of shares of FCB JTI Common Stock (as is equal to the product of the number of shares of IMV Common Stock represented by the certificate multiplied by the Conversion Amount, together with any dividends and other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected distributions payable as provided in Section 3.4 1.06 hereof, and the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.05, each Certificate shall, at and after the Effective (b) If any certificate representing shares of this Agreement) JTI Common Stock is to be issued and outstanding at in a name other than that in which the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the consideration provided Certificate so surrendered shall be properly endorsed and otherwise In proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for such shares of JTI Common Stock in Section 3.1 a name other than that of this Agreementthe registered holder of the Certificate so surrendered. (c) In the event any Certificate shall have been lost, together 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 upon the posting by such person of a bond in such amount as JTI may reasonably direct as an indemnity against any claim that may be made against it with all undelivered dividends or distributions respect to such Certificate, JTI will issue in respect of such lost, stolen or destroyed Certificate one or more certificates representing shares of JTI Common Stock as contemplated by this Section 1.05 and such person shall be entitled to the dividend and other distribution rights provided in Section 1.06 hereof. (without interest thereond) If any Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such earlier date on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto. (e) JTI shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate surrendered for shares of JTI Common Stock (and dividends or distributions with respect to JTI Common Stock as contemplated by Section 4.2 1.06 hereof) such amount as JTI is required to deduct and withhold with respect to the making of this Agreementsuch payment under the Code, or provisions of any state, local or foreign tax law. To the extent required by Section 3.5 of this Agreementthat amounts are so deducted and withheld, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent amounts shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock treated for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision all purposes of this Agreement notwithstanding, neither Flag nor as having been paid to the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsuch Certificate.

Exchange Procedures. Promptly after (a) At or prior to the Effective Time, Flag the Company shall cause the deposit with an exchange agent selected by Flag reasonably satisfactory to the Company and IGPAC (the “Exchange Agent”), in trust for the benefit of holders of shares of IGPAC Common Stock, for exchange in accordance with Section 1.6(a), certificates representing the number of Surviving Corporation Ordinary Shares sufficient to deliver, and the Company shall instruct the Exchange Agent to timely deliver, the aggregate number of Surviving Corporation Ordinary Shares issuable in the Merger to holders of shares of IGPAC Common Stock (the “Exchange Fund”). (b) As promptly as practicable after the Effective Time, the Exchange Agent will send to mail to the former shareholders each record holder of FCB appropriate IGPAC Common Stock, other than any Dissenter, (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB IGPAC Common Stock shall pass, only upon proper delivery of such certificates the certificate(s) representing shares of IGPAC Common Stock to the Exchange AgentAgent and shall be in a form and have such other provisions as are reasonably satisfactory to the Company and IGPAC) and (ii) instructions for use in effecting the surrender of shares of IGPAC Common Stock in exchange of the FCB Common stock certificatesfor Surviving Corporation Ordinary Shares. After As soon as reasonably practicable after the Effective Time, each holder of shares of FCB IGPAC Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall Stock, upon surrender the certificate or certificates representing such shares thereof to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall promptly upon surrender thereof be entitled to receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the full number of Surviving Corporation Ordinary Shares into which the aggregate number of such shares of FCB IGPAC Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates shall have been lost, mutilated or destroyedconverted pursuant to this Agreement. The certificate or certificates Exchange Agent shall accept such shares of FCB IGPAC Common Stock so surrendered shall be duly endorsed upon compliance with such reasonable terms and conditions as either Flag or the Exchange Agent may requireimpose to effect an orderly exchange thereof in accordance with normal exchange practices. In the event of a transfer of ownership of IGPAC Common Stock which is not registered in the transfer records of IGPAC, Surviving Corporation Ordinary Shares may be issued with respect to such IGPAC Common Stock to such a transferee only if the certificate(s) representing such shares of IGPAC Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) All Surviving Corporation Ordinary Shares issued upon conversion of shares of IGPAC Common Stock in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of IGPAC Common Stock. (d) No certificates or scrip representing less than one Surviving Corporation Ordinary Share shall be issued upon the surrender for exchange of shares of IGPAC Common Stock pursuant hereto. Any other provision fractional shares that would otherwise be issuable pursuant hereto shall be rounded up to the nearest whole number. (e) Any portion of the Exchange Fund which remains undistributed to the holders of shares of IGPAC Common Stock for six (6) months after the Effective Time shall be delivered to the Surviving Corporation or otherwise on the instruction of the Surviving Corporation, and any holders of shares of IGPAC Common Stock who have not theretofore complied with this Agreement notwithstandingSection 1.8 shall thereafter look only to the Surviving Corporation for the Surviving Corporation Ordinary Shares with respect to the shares of IGPAC Common Stock formerly represented thereby to which such holders are entitled pursuant hereto. (f) None of IGPAC, neither Flag nor the Company, the Surviving Company or the Exchange Agent shall be liable to a holder any Person in respect of FCB Common Stock for any amounts paid or property portion of the Exchange Fund delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar law. (g) If any certificate representing shares of IGPAC Common Stock 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 Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed certificate the applicable Surviving Corporation Ordinary Shares with respect to the shares of IGPAC Common Stock formerly represented thereby pursuant to this Agreement.

Exchange Procedures. Promptly after (a) The Holding Company shall designate an exchange agent, reasonably acceptable to the Company, to act as agent (the "Exchange Agent") for purposes of conducting the exchange procedure as described herein. No later than seven business days following the Effective Time, Flag the Holding Company shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the former shareholders Effective Time represented issued and outstanding shares of FCB appropriate Company Common Stock (i) a notice and letter of transmittal materials (which shall specify that delivery shall be effected, effected and risk of loss and title to the certificates theretofore representing shares of FCB Company Common Stock shall pass, pass only upon proper delivery of such certificates to the Exchange Agent) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock in exchange for the exchange consideration set forth in Section 2.3 hereof deliverable in respect thereof pursuant to this Agreement. (b) At the Effective Time, the Holding Company shall issue to the Exchange Agent the number of shares of Holding Company Common Stock issuable in the Merger, which shall be held by the Exchange Agent in trust for the holders of Company Common Stock. The Exchange Agent shall promptly distribute Holding Company Common Stock (and cash in lieu of fractional shares pursuant to Section 2.6 hereof) as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Holding Company Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the FCB persons entitled thereto. (c) Each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common stock certificatesStock who surrenders such certificate or certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of Holding Company Common Stock into which the aggregate number of shares of company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement and any other distribution theretofore paid with respect to Holding Company Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding certificate which prior to the Effective Time represented Company Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of Holding Company Common Stock into which the aggregate number of shares of Company Common Stock previously represented by such certificate shall have been converted pursuant to the terms of this Agreement. After the Effective Time, each holder there shall be no further transfer on the records of the Company of certificates representing shares of FCB Company Common Stock (other than shares and if such certificates are presented to the Company for transfer, they shall be canceled pursuant to Section 3.3 cancelled against delivery of this Agreement certificates for Holding Company Common Stock or cash as to hereinabove provided. No dividends which dissenters’ rights of appraisal have been perfected as provided in declared will be remitted to any person entitled to receive shares of Holding Company Common Stock under this Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender 2.8 until such person surrenders the certificate or certificates representing Company Common Stock, at which time such shares dividends shall be remitted to the Exchange Agent and such person, without interest. (d) The Holding Company shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant not be obligated to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the deliver a certificate or certificates representing such shares, cash in lieu shares of any fractional share of Flag Holding Company Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former a holder of FCB Company Common Stock is would otherwise be entitled as a result of the Merger until such holder surrenders his or her the certificate or certificates representing the shares of FCB Company Common Stock for exchange as provided in this Section 4.1 or 2.8, or, in default thereof, an appropriate affidavits or affidavit of loss and indemnity agreements agreement and/or a bond as may be required in each case by the event such share Holding Company. If any certificates have been lost, mutilated or destroyed. The certificate or certificates evidencing shares of FCB Holding Company Common Stock are to be issued in a name other than that in which the certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be duly properly endorsed as either Flag or accompanied by an executed form of assignment separate from the certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent may require. Any any transfer or other provision tax required by reason of this Agreement notwithstanding, neither Flag nor the issuance of a certificate for shares of Holding Company Common Stock in any name other than that of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the shares of Holding Company Common Stock delivered to the Exchange Agent by the Holding Company pursuant to Section 2.8(b) that remains unclaimed by the shareholders of Company for six months after the Effective Time shall be delivered by the Exchange Agent to the Holding Company. Any shareholders of the Company who have not theretofore complied with Section 2.8(c) shall thereafter look only to the Holding Company for the consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Holding Company Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Holding Company (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to a any holder of FCB Company Common Stock represented by any certificate for any amounts consideration paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws. The Holding Company and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company 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, the Holding Company and the 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.

Exchange Procedures. Promptly At least one (1) Business Day prior to the Closing, the Company will deliver to the Exchange Agent (i) a duly executed letter of transmittal in the form set forth on Exhibit D from each Stockholder, including Levy Newco and Levy Newco II (the “Letter of Transmittal”), and (ii) any physical certificate or certificates (the “Certificates”) that represent outstanding shares of Common Stock held by such Stockholder, in each case, to the extent received by the Company at least two (2) Business Days prior to the Closing. Upon the surrender to the Exchange Agent of a Letter of Transmittal, duly executed, together with a Certificate, if any, representing the shares of Common Stock held by such Stockholder immediately prior to the Effective Time and such other documents as may reasonably be required by the Company or the Exchange Agent, the Stockholder that surrendered such documents shall be entitled after the Effective Time to receive, in exchange for the shares of Common Stock held by such Stockholder immediately prior to the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders a certificate representing that number of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing whole shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Buyer Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which shares) and other cash consideration that such holder may be otherwise entitled (without interest). Neither Flag nor has the Exchange Agent shall be obligated right to deliver receive pursuant to the consideration to which Merger, and any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall forthwith be duly endorsed canceled. Until such time as either Flag a certificate representing Buyer Common Stock is issued to or at the Exchange Agent may require. Any other provision direction of this Agreement notwithstandingthe holder of a surrendered Letter of Transmittal and Certificate, neither Flag nor the Exchange Agent if any, such Buyer Common Stock shall be liable deemed not outstanding and shall not be entitled to a holder vote on any matter. Until surrendered as contemplated by this Section 2.7, any shares of FCB Common Stock for held by a Stockholder and each Certificate representing any amounts shares of Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the consideration contemplated by Section 2.6. No interest shall be paid or property delivered accrue on any cash payable upon surrender of any Letter of Transmittal or Certificate. Each certificate representing Buyer Common Stock that is issued in good faith to a public official pursuant to any applicable abandoned propertythe Merger shall have the legend set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, escheat or other LawAS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SAID LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.”

Exchange Procedures. Promptly after At the Effective TimeClosing, Flag shall cause the exchange agent selected by Flag Parent will deliver to each holder of record of stock certificates representing Company Common Stock (the “Exchange AgentCertificates”) to mail to a form letter of transmittal approved by Parent and the former shareholders Company (“Letters of FCB appropriate transmittal materials Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, pass only upon proper delivery of the Certificates to Parent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender to Parent of a Certificate, which shares evidenced by such Certificate shall be free and clear of any lien, claim, encumbrance, security interest, equity, pledge, charge, option, or adverse claim of any nature whatsoever, together with a properly executed and completed Letter of Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefore, certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 3.1 hereof in respect of the shares of Company Common Stock formerly evidenced by such Certificate, and the Certificates so surrendered shall forthwith be canceled. No dividend will be disbursed with respect to the Exchange Agent) for the exchange shares of Parent Common Stock to be issued in respect of the FCB Common stock certificates. After Certificates until the Effective Timeholder’s Certificates are surrendered in exchange therefor, each but upon such surrender of such outstanding Certificate there shall be paid to the record holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) the Certificate issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 amount of this Agreementany dividends, together if any, without interest, that have theretofore become payable with all undelivered dividends or distributions respect to the number of shares of Parent Common Stock represented by and issued in respect of such shares (without interest thereon) pursuant to Section 4.2 Certificate, and his other rights as a shareholder of this AgreementParent shall thereafter be restored. To the extent required by Section 3.5 If payment or delivery of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Parent Common Stock is entitled as to be made to a result person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall be duly properly endorsed as either Flag or otherwise in proper form for transfer and that the Exchange Agent may requireperson requesting such payment shall pay any transfer or other taxes required by reason of the payment and delivery of Parent Common Stock to a person other than the registered holder of the Certificate surrendered or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Any other provision Until surrendered in accordance with the provisions of this Agreement notwithstandingSection 3.2(a), neither Flag nor each Certificate shall represent for all purposes the Exchange Agent shall be liable right to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawreceive the Merger Consideration.

Exchange Procedures. Promptly (a) As promptly as practicable after the Merger Effective TimeDate, Flag and in any event within five (5) Business Days thereafter, the Exchange Agent shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of record of outstanding shares of FCB Prestige Bancorp Common Stock a letter of transmittal in form and substance reasonably acceptable to Prestige Bancorp (other than shares to be canceled pursuant to Section 3.3 "Letter of this Agreement or as to which dissenters’ rights Transmittal") containing instructions for the surrender of appraisal have been perfected as provided in Section 3.4 the Certificate(s) held by such holder for payment therefore. Upon a holder's surrender of this Agreementthe Certificate(s) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and in accordance with the instructions set forth in the Letter of Transmittal, such holder shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this AgreementMerger Consideration, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 . Approval of this Agreement. To Agreement by the extent required by Section 3.5 shareholders of this Agreement, each holder of shares of FCB Common Stock issued Prestige Bancorp shall constitute authorization for Northwest Bancorp to designate and outstanding at appoint the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest)Exchange Agent. Neither Flag Northwest Bancorp nor the Exchange Agent shall be obligated to deliver the consideration Merger Consideration to which any a former holder shareholder of FCB Common Stock is entitled as a result Prestige Bancorp until such former shareholder surrenders his Certificate(s). (b) If payment of the Merger until such holder surrenders his or her certificate or certificates representing Consideration is to be made to a Person other than the shares Person in whose name a Certificate surrendered in exchange therefore is registered, it shall be a condition of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in payment that the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall be duly properly endorsed as either Flag (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent may require. Any other provision that such tax has been paid or is not payable. (c) Contemporaneously with or prior to the Merger, Northwest Bancorp and/or Northwest Savings Bank shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of this Agreement notwithstandingcash equal to the aggregate Merger Consideration that the Prestige Bancorp shareholders shall be entitled to receive on the Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration upon the exchange of Prestige Bancorp Common Stock in accordance with the terms and conditions hereof shall constitute full satisfaction of all rights pertaining to such Prestige Bancorp Common Stock. (e) Promptly following the date which is twelve (12) months after the Merger Effective Date, neither Flag nor the Exchange Agent shall be liable deliver to a Northwest Bancorp all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of FCB a Certificate formerly representing shares of Prestige Bancorp Common Stock for any amounts paid or property delivered in good faith may surrender such Certificate to a public official pursuant Northwest Bancorp and (subject to any applicable abandoned property, escheat and similar laws) receive in consideration therefore the Merger Consideration multiplied by the number of shares of Prestige Bancorp Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) As of the close of business on the Merger Effective Date, there shall be no transfers on the stock transfer books of Prestige Bancorp of the shares of Prestige Bancorp Common Stock which are outstanding immediately prior to the Merger Effective Date, and the stock transfer books of Prestige Bancorp shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (g) In the event any Certificate for Prestige Bancorp Common Stock shall have been lost, stolen or destroyed, the Exchange Agent (or Northwest Bancorp, if the Exchange Agent's duties hereunder have been discharged) shall deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that Northwest Bancorp may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such reasonable sum as Northwest Bancorp may determine as indemnity against any claim that may be made against Prestige Bancorp, Northwest Bancorp or any other Lawparty with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. Promptly (a) As soon as practicable after the execution hereof, ICG shall provide to each Acquiree shareholder a letter of transmittal and a form of Exchange Agreement (Exhibit B) with Representations for execution by acquiree shareholders and instructions for use in effecting the surrender of certificates representing shares of Acquiree outstanding immediately prior to the Effective Time (the"Certificates") in appropriate and customary form with such provisions as the board of directors of ICG after the Exchange may reasonably specify. Upon surrender of a Certificate for cancellation to ICG, together with such letter of transmittal, duly and properly executed, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of shares of ICG Common Stock as is equal to the product of the percentage of Acquiree's shares represented by the certificate multiplied by the Conversion Amount, and the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.04, each Certificate shall, at and after the Effective Time, Flag shall cause be deemed to represent only the exchange agent selected by Flag (the “Exchange Agent”) right to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such sharesCertificate, cash in lieu of any fractional share of Flag ICG Common Stock to which such holder may be otherwise entitled (without interest)as contemplated by this Section 1.04, together with any dividends and other distributions payable as provided in Section 1.05 hereof, and the holders thereof shall have no rights whatsoever as stockholders of ICG. Neither Flag nor Shares of ICG Common Stock issued in the Exchange Agent shall be obligated issued, and be deemed to deliver be outstanding, as of the consideration Effective Time. ICG shall cause all such shares of ICG Common Stock issued pursuant to which the Exchange to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) If any former holder certificate representing shares of FCB ICG Common Stock is entitled as to be issued in a result name other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the Merger until issuance of certificates for such holder surrenders his or her certificate or certificates representing the shares of FCB ICG Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in a name other than that of the registered holder of the Certificate so surrendered. (c) In the event such share certificates any Certificate shall have been lost, mutilated stolen or destroyed. The certificate , upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and upon the posting by such person of a bond in such amount as ICG may reasonably direct as an indemnity against any claim that may be made against it with respect to such Certificate, ICG will issue in respect of such lost, stolen or destroyed Certificate one or more certificates representing shares of FCB ICG Common Stock so surrendered as contemplated by this Section 1.04 and such person shall be duly endorsed entitled to the dividend and other distribution rights provided in Section 1.05 hereof. (d) If any Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such earlier date on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Entity, free and clear of all claims or shares of any person previously entitled thereto. (e) ICG shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate surrendered for shares of ICG Common Stock (and dividends or distributions with respect to ICG Common Stock as either Flag contemplated by Section 1.05 hereof) such amount as ICG is required to deduct and withhold with respect to the making of such payment under the Doe, or provisions of any state, local or foreign tax law. To the Exchange Agent may require. Any other provision extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement notwithstanding, neither Flag nor as having been paid to the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsuch Certificate.

Exchange Procedures. Promptly SunGard shall designate its transfer agent to act as the "Exchange Agent" under this Plan. As soon as is practicable after the Effective TimeDate, Flag SunGard or the Exchange Agent shall cause mail, to each record holder of an outstanding certificate that immediately before the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Effective Date represented shares of FCB Common Stock shall passMACESS Stock, only upon proper delivery instructions for use in effecting the surrender of such certificates certificate to the Exchange Agent) for . Upon the exchange surrender of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the such certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreementaccordance with such instructions, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to exchange such certificate for (a) a new certificate representing 90% of such number of shares of SunGard Stock into which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common MACESS Stock represented by such certificate have been converted in accordance with this Plan ("Closing Stock"), which shall be promptly delivered to the holder, and (b) a new certificate for the balance of such number of shares of SunGard Stock into which the share of MACESS Stock represented by such certificate have been converted in accordance with this Plan ("Escrow Stock"), which shall be held and distributed in escrow in accordance with the terms of the Escrow Agreement by and among MACESS, SunGard, Newco and the non-dissenting stockholders of MACESS and dated as of the date hereof. If applicable, such certificates shall be accompanied by any distributions due with respect to shares of SunGard Stock that were paid to SunGard's stockholders of record as of a date between the Effective Date and the date of distribution of either the certificate representing the Closing Stock or the certificate representing the Escrow Stock. Until surrendered in accordance with the foregoing, each outstanding certificate that immediately before the Effective Date represented shares of MACESS Stock shall be deemed to evidence ownership of the number of shares of SunGard Stock into which the shares of MACESS Stock represented by such certificate have been converted in accordance with this Plan, subject to the escrow requirement described above; provided, however, that any such certificate that is not properly submitted for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag to SunGard or the Exchange Agent may require. Any other provision within three years after the Effective Date shall no longer evidence ownership of this Agreement notwithstanding, neither Flag nor shares of Closing Stock or Escrow Stock and all rights of the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith such certificate, as a stockholder of SunGard with respect to a public official pursuant to any applicable abandoned propertythe shares previously evidenced by such certificate, escheat or other Lawshall cease.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag the Exchange Agent shall cause mail to each holder of record of a certificate or certificates which immediately prior to the exchange agent selected by Flag Effective Time represented outstanding shares of Sports Authority Common Stock (the “Exchange Agent”"Certificates") whose shares were converted into the right to mail receive the Merger Consideration pursuant to the former shareholders Section 2.1, (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Sports Authority and Woolworth may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender thereof of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Woolworth Common Stock which such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this AgreementArticle II, together with all undelivered certain dividends or other distributions in respect of such shares (without interest thereonaccordance with Section 2.2(c) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Woolworth Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be cancelled. Notwithstanding anything to the contrary contained herein, no certificate representing Woolworth Common Stock or cash in lieu of a fractional share interest shall be delivered to a person who is an affiliate of Sports Authority for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the APB and applicable Securities and Exchange Commission ("SEC") rules and regulations, unless such person has executed and delivered an agreement in the form of Exhibit A hereto. In the event of a surrender of a Certificate representing shares of Sports Authority Common Stock which are not registered in the transfer records of Sports Authority under the name of the person surrendering such Certificate, a certificate representing the proper number of shares of Woolworth Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Woolworth Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Woolworth that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such holder may be otherwise entitled (without interestCertificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Woolworth Common Stock in accordance with Section 2.2(e). Neither Flag nor the Exchange Agent No interest shall be obligated paid or will accrue on any cash payable to deliver holders of Certificates pursuant to the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision provisions of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawArticle II.

Exchange Procedures. Promptly (a) As soon as practicable after the execution hereof, BEI shall provide to each Acquiree shareholder a letter of transmittal and Exchange Agreement with representations for execution by shareholder and instructions for use in effecting the surrender of certificates representing shares of Acquiree outstanding immediately prior to the Effective Time (the "Certificates") in appropriate and customary form with such provisions as the board of directors of BEI after the Exchange may reasonably specify. Upon surrender of a Certificate for cancellation to BEI, together with such letter of transmittal, duly and properly executed, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of shares of BEI Common Stock as is equal to the product of the percentage of Acquiree's shares represented by the certificate multiplied by the Conversion Amount, and the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.04, each Certificate shall, at and after the Effective Time, Flag shall cause be deemed to represent only the exchange agent selected by Flag (the “Exchange Agent”) right to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such sharesCertificate, cash in lieu of any fractional share of Flag BEI Common Stock to which such holder may be otherwise entitled (without interest)as contemplated by this Section 1.04, together with any dividends and other distributions payable as provided in Section 1.05 hereof, and the holders thereof shall have no rights whatsoever as stockholders of BEI. Neither Flag nor Shares of BEI Common Stock issued in the Exchange Agent shall be obligated issued, and be deemed to deliver be outstanding, as of the consideration Effective Time. BEI shall cause all such shares of BEI Common Stock issued pursuant to which the Exchange to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) If any former holder certificate representing shares of FCB BEI Common Stock is entitled as to be issued in a result name other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the Merger until issuance of certificates for such holder surrenders his or her certificate or certificates representing the shares of FCB BEI Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in a name other than that of the registered holder of the Certificate so surrendered. (c) In the event such share certificates any Certificate shall have been lost, mutilated stolen or destroyed. The certificate , upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and upon the posting by such person of a bond in such amount as BEI may reasonably direct as an indemnity against any claim that may be made against it with respect to such Certificate, BEI will issue in respect of such lost, stolen or destroyed Certificate one or more certificates representing shares of FCB BEI Common Stock so surrendered as contemplated by this Section 1.04 and such person shall be duly endorsed entitled to the dividend and other distribution rights provided in Section 1.05 hereof. (d) If any Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such earlier date on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Entity, free and clear of all claims or shares of any person previously entitled thereto. (e) BEI shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate surrendered for shares of BEI Common Stock (and dividends or distributions with respect to BEI Common Stock as either Flag contemplated by Section 1.05 hereof) such amount as BEI is required to deduct and withhold with respect to the making of such payment under the Code, or provisions of any state, local or foreign tax law. To the Exchange Agent may require. Any other provision extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement notwithstanding, neither Flag nor as having been paid to the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsuch Certificate.

Exchange Procedures. Promptly (a) At and after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore each certificate representing outstanding shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Peoples Common Stock (other than Dissenting Shares) shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. (b) At or prior to the Effective Time, Horizon shall reserve a sufficient number of shares of Horizon Common Stock to be canceled issued as part of the Merger Consideration. As promptly as practicable after the Effective Time, but in no event more than five (5) business days thereafter, Horizon shall mail to each holder of 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 in exchange therefor pursuant to the terms of this Agreement. (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 3.3 2.01 and a check in the amount of such holder’s proportionate share of the Cash Consideration and any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, if any, to be delivered to such shareholder upon delivery to Horizon of certificates representing such shares of Peoples Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to Horizon if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, in the form and substance satisfactory to Horizon. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Agreement Article II upon such delivery. (d) No dividends or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at other distributions on Horizon Common Stock with a record date occurring after the Effective Time shall surrender the certificate or certificates representing such shares be paid to the Exchange Agent and holder of any unsurrendered Old Certificate representing shares of Peoples Common Stock converted in the Merger into the right to receive shares of Horizon Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 2.04. After becoming so entitled in accordance with this Section 2.04, the record holder thereof also shall promptly upon surrender thereof be entitled to receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered any such dividends or distributions in respect of such shares (other distributions, without any interest thereon) pursuant , which theretofore had become payable with respect to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Horizon Common Stock issued and outstanding at such holder had the Effective Time also shall receive, right to receive upon surrender of the certificate or certificates representing such shares, cash in lieu Old Certificate. (e) The stock transfer books of Peoples shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of Peoples of any fractional share shares of Flag Peoples Common Stock. If, after the Effective Time, Old Certificates are presented to Horizon, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.04. (f) Horizon shall be entitled to rely upon Peoples’ stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the 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, Horizon shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party selected by Horizon 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 Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Peoples Common Stock to which such holder may be otherwise entitled that are held as treasury stock of Peoples or owned by Horizon (without interest). Neither Flag nor the Exchange Agent other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be obligated cancelled and shall cease to deliver exist, and no stock of Horizon or other consideration shall be exchanged therefor. (i) Notwithstanding the consideration foregoing, no party hereto shall be liable to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Peoples Common Stock for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly (1) As promptly as practicable after the Effective TimeDate, Flag FUNC shall send or cause the exchange agent selected by Flag to be sent to each former holder of shares (the “Exchange Agent”other than Treasury Shares) to mail of FFB Stock of record immediately prior to the former shareholders of FCB appropriate Effective Date transmittal materials for use in exchanging such stockholder's certificates formerly representing FFB Stock (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent"Old Certificates") for the exchange of the FCB Common stock certificatesconsideration set forth in this Article II. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or The certificates representing the shares of FCB Common FUNC Stock ("New Certificates") into which shares of such stockholder's FFB Stock are converted on the Effective Date and any check in respect of fractional share interests or dividends or distributions which such person shall be entitled to receive will be delivered to such stockholder only upon delivery to First Union National Bank of North Carolina, as Exchange Agent (the "Exchange Agent") of Old Certificates representing all of such shares of FFB Stock (or indemnity satisfactory to FUNC and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or dividends or distributions which any such person shall be entitled to receive pursuant to this Article II upon such delivery. Old Certificates surrendered for exchange by any Affiliate (as provided defined in this Section 4.1 or appropriate affidavits or indemnity agreements 5.07) of FFB shall not be exchanged for New Certificates until FUNC has received a written agreement from such person as specified in Section 5.07. (2) Notwithstanding the event such share certificates have been lostforegoing, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or neither the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent Depositary nor any party hereto shall be liable to a any former holder of FCB Common FFB Stock or FFB Depositary Shares for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar laws. (3) Notwithstanding any other Lawprovisions of this Plan, no dividends or other distributions with a record date following the 30th day to occur after the Effective Time shall be paid to any person holding Old Certificates representing FFB Common Stock until such Old Certificates have been surrendered for exchange for New Certificates. Subject to the effect of applicable laws, (i) until such 30th day, there shall be paid to each former holder of shares of FFB Common Stock, the amount of dividends or other distributions with a record date after the Effective Time but on or before such 30th day payable with respect to the shares of FUNC Common Stock into which such FFB Common Stock has been converted pursuant to Section 2.01 and (ii) following surrender of any such Old Certificates, there shall be paid to the holder of the New Certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after such 30th day theretofore payable with respect to the shares represented thereby.

Exchange Procedures. Promptly after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “U.S. Exchange Agent”) to Agent will mail to the each former shareholders record holder of FCB appropriate shares of Chrysler Common Stock entitled to receive U.S. Merger Consideration pursuant to Section 2.4(b) a form of letter of transmittal materials (which shall specify that the delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such a certificate or certificates formerly representing shares of Chrysler Common Stock ("Old Chrysler Certificates") to the U.S. Exchange Agent and instructions for use in effecting the surrender to the U.S. Exchange Agent of Old Chrysler Certificates in exchange for Newco ADSs. The letter of transmittal shall contain such other terms and conditions as Daimler-Benz and Chrysler reasonably specify. Upon surrender of an Old Chrysler Certificate to the U.S. Exchange Agent, together with a letter of transmittal duly executed and completed in accordance with the instructions thereto, and any other documents reasonably required by the U.S. Exchange Agent or Daimler-Benz and Chrysler, (i) for the holder of such Old Chrysler Certificate shall be entitled to receive in exchange therefor (x) a certificate registered in the name of such holder representing the number of whole Newco ADSs and any fractional Newco ADS into which the shares previously represented by such Old Chrysler Certificate shall have been converted at the Effective Time and (y) if applicable, a check payable to such holder representing the payment of any dividends and distributions pursuant to Section 2.5(c), and (ii) such Old Chrysler Certificate shall forthwith be cancelled. If any cash is to be paid to, or any certificate representing Newco ADSs is to be issued in the name of, a person other than the person in whose name the Old Chrysler Certificate so surrendered in exchange therefor is registered, it shall be a condition of the FCB Common stock certificatespayment or issuance that the Old Chrysler Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the payment of cash to, or the issuance of a certificate representing Newco ADSs in the name of, a person other than the registered holder of the Old Chrysler Certificate so surrendered or shall establish to the satisfaction of the U.S. Exchange Agent and Newco AG that such tax has been paid or is not applicable. After Until surrendered in accordance with the provisions of this Section 2.5 and subject to the third sentence of Section 2.4(b), each Old Chrysler Certificate shall, at and after the Effective Time, each holder of shares of FCB Common Stock (other than shares represent for all purposes only the right to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected receive Newco ADSs and any dividends and distributions as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement2.5(c), together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawif any.

Exchange Procedures. Promptly after the Effective Time, Flag the Exchange Agent shall cause make available to each record holder who, as of the exchange agent selected by Flag Effective Time, was a holder of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Regent Stock (the “Exchange Agent”) to mail to "Certificate" or "Certificates"), a form of letter of transmittal and instructions for use in effecting the former shareholders surrender of FCB appropriate transmittal materials (which shall specify that delivery the Certificates for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and and, the form of letter of transmittal shall promptly upon so reflect. Upon surrender thereof to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor one or more certificates as requested by the consideration provided in Section 3.1 holder (properly issued, executed and countersigned, as appropriate) representing that number of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of whole shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Acquiror Common Stock to which such holder of Regent Stock shall have become entitled pursuant to the provisions of Section 2.7 hereof as well as any cash due to such holder pursuant to any Cash Election, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash payable upon the surrender of the Certificates. If any portion of the consideration to be received pursuant to Section 2.7 hereof, upon exchange of a Certificate, is to be issued or paid to a Person other than the Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer. From the Effective Time until surrender in accordance with the provisions of this Section 2.11, each Certificate shall represent for all purposes only the right to receive the consideration provided in Section 2.7 hereof. All payments in respect of shares of Regent Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of rights pertaining to such securities. In the case of any lost, mislaid, stolen or destroyed Certificate, the holder thereof may be otherwise entitled (without interest). Neither Flag nor required, as a condition precedent to delivery to such holder of the consideration described in Section 2.7, to deliver to the Exchange Agent shall an affidavit and satisfactory indemnity agreement as Acquiror may direct as indemnity against any claim that may be obligated made against Acquiror, the Exchange Agent or the Surviving Corporation with respect to deliver the consideration Certificate alleged to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated mislaid, stolen or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective TimeClosing Date (but in no event later than five (5) business days after the Closing Date), Flag the Exchange Agent shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares record of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 an outstanding share Certificate or Certificates a Letter of this Agreement Transmittal containing instructions for the surrender of the Certificate or as to which dissenters’ rights Certificates held by such holder for payment therefor. Upon surrender of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate Certificate or certificates representing such shares Certificates to the Exchange Agent and in accordance with the instructions set forth in the Letter of Transmittal, such holder shall promptly upon surrender thereof receive (but in no event later than five (5) business days after such surrender) in exchange therefor the consideration provided in Section 3.1 of this AgreementMerger Consideration, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 . Approval of this Agreement. To Agreement by the extent required by Section 3.5 stockholders of this Agreement, each holder of shares of FCB Common Stock issued Parent shall constitute authorization for Bradford to designate and outstanding at the Effective Time also appoint such Exchange Agent who shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock be reasonably acceptable to which such holder may be otherwise entitled (without interest)Parent. Neither Flag Bradford nor the Exchange Agent shall be obligated to deliver the consideration Merger Consideration to which a former stockholder of Parent until such former stockholder surrenders his Certificate or Certificates or, in lieu thereof, any former holder such appropriate affidavit of FCB Common Stock is entitled loss and indemnity agreement and bond as a result may be reasonably required by Bradford. (b) If payment of the Merger until such holder surrenders his or her certificate or certificates representing Consideration is to be made to a person other than the shares person in whose name a Certificate surrendered in exchange therefor is registered, it shall be a condition of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in payment that the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall be duly properly endorsed as either Flag (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such payment shall pay any transfer or other taxes required by reason for the payment to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent may require. Any other provision that such tax has been paid or is not payable. (c) On or prior to the Closing Date, Bradford shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of this Agreement notwithstandingcash equal to the aggregate Merger Consideration that Parent's stockholders shall be entitled to receive on the Closing Date pursuant to Section 2.02 hereof and such amounts payable by Bradford under Sections 2.04 and 2.05 herein. (d) The payment of the Merger Consideration upon the conversion of Parent Common Stock in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Parent Common Stock. (e) Promptly following the date which is twelve (12) months after the Closing Date, neither Flag nor the Exchange Agent shall be liable deliver to a Bradford all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of FCB a Certificate formerly representing shares of Parent Common Stock for any amounts paid or property delivered in good faith may surrender such Certificate to a public official pursuant Bradford and (subject to any applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration multiplied by the number of shares of Parent Common Stock formerly represented by such Certificate, without any interest thereon. (f) After the close of business on the Closing Date, there shall be no transfers on the stock transfer books of Parent of the shares of Parent Common Stock that are outstanding immediately prior to the Closing Date, and the stock transfer books of Parent shall be closed with respect to such shares. If, after the Closing Date, Certificates representing such shares are presented to the Exchange Agent for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (g) In the event any Certificate for Parent Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that Bradford may, in its sole xxxxxxxxxx xnd as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as Bradford may require as xxxxxxxxx xxainst any claim that may be made against Parent, Bradford or any other Lawparty with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. Promptly after the Effective Time, Flag (a) NASB Holding shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials ("Letter of Transmittal") as soon as reasonably practicable after the Effective Date, and in no event later than five (5) business days thereafter, to each holder of record of CBES Common Stock as of the Effective Date. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of CBES Common Stock to be converted thereby, except as provided in Section 1.3(h) below. (b) At and after the Effective Date, each certificate ("CBES Certificate") representing shares of CBES Common Stock immediately prior to the Effective Date (except as specifically set forth in Section 1.2) shall represent only the right to receive cash in an amount equal to the product of the Merger Consideration multiplied by the number of shares of CBES Common Stock previously represented by the CBES Certificate. (c) Prior to the Effective Date, NASB Holding may select a bank or trust company acceptable to CBES, which shall act as exchange agent (the "Exchange Agent") for the benefit of the holders of shares of CBES Common Stock, for exchange in accordance with this Section 1.3. If NASB Holding elects not to select such a bank or trust company as the Exchange Agent, then NASB Bank shall be deemed to be the Exchange Agent for all purposes under this Agreement. At the Effective Date, NASB Holding shall transfer to the Exchange Agent, or set aside and hold in trust for the benefit of the stockholders of CBES if NASB Bank is the Exchange Agent, sufficient funds to pay the Merger Consideration to all the stockholders of CBES. (d) The Letter of Transmittal (which shall be subject to the reasonable approval of CBES and NASB Holding) shall (i) specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock CBES Certificates shall pass, only upon proper delivery of such certificates the CBES Certificates to the Exchange Agent, (ii) for specify that the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB CBES Common Stock (other than shares have been canceled, that the consideration to be canceled pursuant to Section 3.3 paid for such shares shall be paid only upon delivery and surrender of this Agreement or as to which dissenters’ rights of appraisal have been perfected such CBES Certificates (except as provided in Section 3.4 of this Agreement1.3(h) issued below), and outstanding at that neither dividends nor interest shall accrue on the cash consideration payable after the Effective Time shall Date of the Merger, (iii) be in a form and contain any other provisions as NASB Holding may reasonably determine and (iv) include instructions for use in effecting the surrender of the certificate or certificates representing such shares CBES Certificates in exchange for the Merger Consideration. Upon the proper surrender of the CBES Certificates to the Exchange Agent Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such CBES Certificates shall promptly upon surrender thereof be entitled to receive in exchange therefor therefore, by transfer of immediately available funds to such account at such financial institution as the consideration holder shall direct, or, at the holder's option, by check drawn on a commercial bank or a savings bank having an office in the Kansas City metropolitan area, the amount of cash that such CBES Certificates represent the right to receive pursuant to Section 1.3(b). CBES Certificates so surrendered shall forthwith be canceled. As soon as practicable, but no later than the business day next following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of CBES Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of CBES Common Stock not registered in the transfer records of CBES, the Merger Consideration shall be issued to the transferee thereof if the CBES Certificates representing such CBES Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of NASB Holding and the Exchange Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) From and after the Effective Date, there shall be no transfers on the stock transfer records of CBES of any shares of CBES Common Stock. If, after the Effective Date, CBES Certificates are presented to NASB Holding, they shall be exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 3.1 1.3. (f) If NASB Bank is not acting as the Exchange Agent, any portion of the aggregate amount of cash for the Merger Consideration, to be paid pursuant to Section 1.2, or any proceeds from any investments thereof that remain unclaimed by the stockholders of CBES for twelve months after the Effective Date shall be repaid by the Exchange Agent to NASB Holding upon the written request of NASB Holding. After such request is made, any stockholders of CBES who have not theretofore complied with this Section 1.3 shall look only to NASB Holding for the Merger Consideration deliverable in respect of each share of CBES Common Stock such stockholder holds, as determined pursuant to Section 1.2 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without any interest thereon) pursuant . If outstanding CBES Certificates are not surrendered prior to Section 4.2 the date on which such payments would otherwise escheat to or become the property of this Agreement. To any governmental unit or agency, the unclaimed items shall, to the extent required permitted by Section 3.5 any abandoned property, escheat or other applicable laws, become the property of this AgreementNASB Holding (and, each holder to the extent not in its possession, shall be paid over to it), free and clear of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate all claims or certificates representing such shares, cash in lieu interest of any fractional share of Flag Common Stock person previously entitled to which such holder may be otherwise entitled (without interest)claims. Neither Flag nor Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be obligated liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB CBES Common Stock for any amounts paid or property amount delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws. (g) NASB Holding and the Exchange Agent shall be entitled to rely upon CBES's stock transfer books to establish the identity of those persons entitled to receive the 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 CBES Certificate, NASB Holding and the Exchange Agent shall be entitled (i) deposit any Merger Consideration, represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto, or (ii) to file a suit in interpleader against the competing parties, deposit the Merger Consideration due with respect to the disputed CBES Certificate with a court of competent jurisdiction, and thereafter be discharged from any responsibility to the competing parties. (h) If any CBES Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such CBES 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 direct as indemnity against any claim that may be made against it with respect to such CBES Certificate, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed CBES Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 1.2.

Exchange Procedures. Promptly after (i) Prior to the Effective Time, Flag Surviving Pubco shall cause the exchange appoint Continental Stock Transfer & Trust Company (“Continental”), as agent selected by Flag (the “Exchange Agent”) to mail to ), for the former shareholders purpose of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB exchanging Surviving Pubco Ordinary Shares for Sino Common Stock shall pass, only upon proper and Sino Rights. Upon surrender of the Sino Certificates and delivery of such certificates a duly executed letter of transmittal to the Exchange Agent, the holders of such Sino Certificates shall receive in exchange therefor certificates representing Surviving Pubco Ordinary Shares (“Surviving Pubco Certificates”) for into which their shares of Sino Common Stock and Sino Rights shall be converted at the exchange Effective Time and the Sino Certificates so surrendered shall forthwith be canceled. Surviving Pubco shall make available to the Exchange Agent, as necessary, Surviving Pubco Certificates to be paid in respect of the FCB Common stock certificatesSino Certificates surrendered. After Until so surrendered, outstanding Sino Certificates will be deemed, from and after the Effective Time, each to evidence only the right to receive the merger consideration to which the holder of shares of FCB Common Stock thereof is entitled pursuant to Sections 1.6(a)(i) and 1.6(a)(ii). (ii) If certificates representing Surviving Pubco Ordinary Shares are to be issued in a name other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to that in which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive Sino Certificates surrendered in exchange therefor are registered, it will be a condition of the consideration provided issuance thereof that the Sino Certificates so surrendered will be properly endorsed and otherwise in Section 3.1 proper form for transfer, accompanied by an instrument of this Agreementtransfer that is reasonably satisfactory to Surviving Pubco and that the persons requesting such exchange will have paid to Surviving Pubco, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent any agent designated by it, any transfer or other taxes required by Section 3.5 reason of this Agreement, each the issuance of certificates representing Surviving Pubco Ordinary Shares in any name other than that of the registered holder of shares the Sino Certificates so surrendered, or established to the satisfaction of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate Surviving Pubco or certificates representing any agent designated by it that such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have tax has been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawis not payable.

Exchange Procedures. (a) At the Closing, Acquirer shall deposit with the paying agent appointed by Acquirer and reasonably acceptable to the Company (the “Paying Agent”), for the benefit of the holders of Company Preferred Stock, cash in U.S. dollars in an amount equal to the Upfront Consideration minus the Stockholder Escrow Amount, which shall be deposited with the Escrow Agent (as defined below). Promptly after the Effective Time, Flag Acquirer shall cause to be mailed to each person who was, at the exchange agent selected Effective Time, a holder of record of Company Capital Stock (other than shares of Company Capital Stock held by Flag (the “Exchange Agent”those persons described in Section 1.6(g)) to mail to the former shareholders a form of FCB appropriate letter of transmittal materials (which shall specify that delivery shall be effected, effected and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, pass only upon proper delivery of the certificates to Acquirer and shall be in such form and have such other provisions as Acquirer and the Company may reasonably specify) and instructions for use in effecting the surrender of the certificates that, immediately prior to the Effective Time, represented any of such shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates (or affidavit of loss or destruction in lieu thereof, including any suitable bond or indemnity that may be required by Acquirer or the Paying Agent in their sole discretion), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Acquirer shall promptly cause to be paid to the Exchange Agent) for persons entitled thereto an amount equal to the exchange price to which such person is entitled pursuant to Section 1.6 less any required tax withholdings, such payments to be made by wire transfer or check in accordance with the instructions, and delivered in person or by mail to the address, specified in the applicable letter of transmittal. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder of the FCB Common stock certificates. certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Acquirer or the Paying Agent that such tax has been paid or is not applicable. (b) After the Effective Time, each holder there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of FCB Common Capital Stock (other than shares of the Company that were outstanding immediately prior to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time Time. (c) One hundred and eighty (180) days following the Effective Time, Acquirer shall surrender be entitled to cause the certificate or certificates representing such shares Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Exchange Paying Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 that have not been disbursed to holders of this Agreement, together with all undelivered dividends certificates or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of agreements formerly representing shares of FCB Common Company Capital Stock issued and outstanding at on the Effective Time also Time, and thereafter such holders shall receive, be entitled to look to Acquirer only as general creditors thereof with respect to the merger consideration payable upon due surrender of their certificates or agreements. (d) Notwithstanding the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstandingforegoing, neither Flag the Paying Agent nor the Exchange Agent any party hereto shall be liable to a any holder of FCB Common certificates formerly representing shares of Company Capital Stock for any amounts amount paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar law. The Surviving Corporation shall pay all charges and expenses in connection with the exchange of cash for Company Capital Stock.

Exchange Procedures. Promptly after (a) Not later than three days prior to the Effective TimeTime of the Merger, Flag BVCC shall cause deposit with the Exchange Agent for the benefit of the holders of shares of GLB Common Stock, for exchange agent selected by Flag in accordance with this Section 3.3, certificates representing the aggregate number of shares of BVCC Common Stock issuable pursuant to Section 3.1 in exchange for shares of GLB Common Stock outstanding immediately prior to the Effective Time of the Merger and funds in an amount not less than the amount of cash payable in lieu of fractional shares of BVCC Common Stock that would otherwise be issuable in connection with Section 3.2 of this Agreement (the “"Exchange Agent”Fund"). (b) After the Effective Time of the Merger, each holder of a Certificate formerly representing GLB Common Stock, other than Treasury Shares and shares as to mail to which dissenters' rights of appraisal shall have been perfected, who surrenders or has surrendered such Certificate or customary affidavits and indemnification regarding the former shareholders loss or destruction of FCB appropriate such Certificate, together with duly executed transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for , shall, upon acceptance thereof, be entitled to a certificate representing the exchange of BVCC Common Stock into which the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB GLB Common Stock (other than shares to be canceled shall have been converted pursuant to Section 3.3 of this Agreement or 3.1, as to which dissenters’ rights of appraisal have been perfected well as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag BVCC Common Stock to which such holder may would otherwise be otherwise entitled (without interest)entitled, if applicable. Neither Flag nor The Exchange Agent shall accept such Certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.3, each Certificate representing GLB Common Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive the consideration to which it is entitled hereunder upon such surrender. BVCC shall not be obligated to deliver the consideration Merger Consideration to which any former holder of FCB GLB Common Stock is entitled as a -11- result of the Merger until such holder surrenders his Certificate or her Certificates for exchange or delivers customary affidavits and indemnification regarding the loss or destruction of such certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 3.3. If any certificate for shares of BVCC Common Stock, or appropriate affidavits or indemnity agreements any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a Certificate surrendered for exchange is issued, the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall be duly properly endorsed as either Flag and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent may requirethat such taxes are not payable. (c) No dividends or other distributions declared or made after the Effective Time of the Merger with respect to BVCC Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of BVCC Common Stock represented thereby, and no cash payment in lieu of a fractional share shall be paid to any such holder pursuant to Section 3.2, until the holder of record of such Certificate shall surrender such Certificate. Any Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of BVCC Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of BVCC Common Stock to which such holder is entitled pursuant to Section 3.2 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of BVCC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of BVCC Common Stock. (d) All shares of BVCC Common Stock issued upon the surrender for exchange of shares of GLB Common Stock or the provision of customary affidavits and indemnification for lost or mutilated certificates in accordance with the terms hereof, including any cash paid pursuant to Section 3.2, shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of GLB Common Stock, and there shall be no further registration of transfers on the stock transfer books of BVCC, after the Merger, of the shares of GLB Common Stock that were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to BVCC for any reason, they shall be canceled and exchanged as provided in this Agreement notwithstanding, neither Flag nor Agreement. (e) Any portion of the Exchange Agent Fund, including any interest thereon, that remains undistributed to the stockholders of GLB following the passage of nine months after the Effective Time of the Merger shall be delivered to BVCC, upon demand, and any stockholders of GLB who have not theretofore complied with this Section 3.3 shall thereafter look only to BVCC for payment of their claim for BVCC Common Stock, any cash in lieu of fractional shares of BVCC Common Stock and any dividends or distributions with respect to BVCC Common Stock. (f) Neither GLB nor BVCC shall be liable to a any holder of FCB shares of GLB Common Stock or BVCC Common Stock, as the case may be, for any amounts paid such shares, or property dividends or distributions with respect thereto, or cash from the Exchange Fund delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of BVCC Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other Lawdistributions paid or distributed with respect to such shares of BVCC Common Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an Affiliate of GLB shall not be exchanged for certificates representing whole shares of BVCC Common Stock until BVCC has received an Affiliate Letter from such person as provided in Section 6.7.

Exchange Procedures. Promptly after (a) Immediately prior to the Effective Time, Flag for the benefit of the holders of Certificates, Parent shall cause deliver to the Exchange Agent certificates evidencing the number of shares of Parent Common Stock issuable and the Aggregate Cash Consideration payable pursuant to this Article III in exchange agent selected for Certificates representing outstanding shares of Company Common Stock. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by Flag it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto. (b) After completion of the “allocation referred to in Section 3.03(g), each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent”) , be entitled to mail a certificate or certificates representing the number of whole shares of Parent Common Stock and/or the amount of cash into which the aggregate number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement and, if such holder's shares of Company Common Stock have been converted into Parent Common Stock, any other distribution theretofore paid with respect to Parent Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the former shareholders of FCB appropriate transmittal materials (Effective Time represented Company Common Stock and which shall specify that delivery shall be effected, and risk of loss and title is not surrendered to the certificates theretofore representing Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of FCB Parent Common Stock or the right to receive the amount of cash into which such Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificateshave been converted. After the Effective Time, there shall be no further transfer on the records of the Company of Certificates representing shares of Company Common Stock and if such Certificates are presented to the Company for transfer, they shall be cancelled against delivery of certificates for Parent Common Stock or cash as hereinabove provided. No dividends which have been declared will be remitted to any Person entitled to receive shares of Parent Common Stock under Section 3.03 until such Person surrenders the Certificate or Certificates representing Company Common Stock, at which time such dividends shall be remitted to such Person, without interest. (c) Appropriate transmittal materials in a form satisfactory to Parent and Company shall be mailed as soon as practicable after the Effective Time to each holder of shares record of FCB Company Common Stock (other than shares to be canceled pursuant to Section 3.3 as of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time who did not previously submit a properly completed Election Form. Parent shall surrender the not be obligated to deliver cash and/or a certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Parent Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former a holder of FCB Company - 15 - Common Stock is would otherwise be entitled as a result of the Merger until such holder surrenders his the Certificate or her certificate or certificates Certificates representing the shares of FCB Company Common Stock for exchange as provided in this Section 4.1 or 3.04, or, in default thereof, an appropriate affidavits or affidavit of loss and indemnity agreements in the event such share agreement and/or a bond as may be required by Parent. If any certificates have been lost, mutilated or destroyed. The certificate or certificates evidencing shares of FCB Parent Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be duly properly endorsed as either Flag or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the Person requesting such exchange pay to the Exchange Agent may require. Any any transfer or other provision tax required by reason of this Agreement notwithstanding, neither Flag nor the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) Any portion of the shares of Parent Common Stock and cash delivered to the Exchange Agent by Parent pursuant to Section 3.04(a) that remains unclaimed by the stockholders of the Company for one year after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Parent. Any stockholders of Company who have not theretofore complied with Section 3.04(c) shall thereafter look only to Parent for the consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Parent Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to a any holder of FCB Common Stock stock represented by any Certificate for any amounts consideration paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws. Parent and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those Persons entitled to receive the 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, Parent and the 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. (e) Notwithstanding anything in this Agreement to the contrary, Certificates surrendered for exchange by any Company Affiliate shall not be exchanged for certificates representing shares of Parent Common Stock to which such Company Affiliate may be entitled pursuant to the terms of this Agreement until Parent has received a written agreement from such Person as specified in Section 7.07.

Exchange Procedures. Promptly (a) At and after the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore each certificate representing shares of FCB MBT Common Stock shall pass, represent only upon proper delivery the right to receive the Merger Consideration in accordance with the terms of such certificates this Agreement. (b) At or prior to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, MainSource shall reserve a sufficient number of shares of MainSource Common Stock to be issued as part of the Merger Consideration. As promptly as practicable after the Effective Time, but in no event more than five business days thereafter, MainSource shall cause the Exchange Agent to mail to each holder of MBT Common Stock a letter of transmittal providing instructions as to the transmittal to the Exchange Agent of certificates representing shares of FCB MBT Common Stock and the issuance of shares of MainSource Common Stock in exchange therefor pursuant to the terms of this Agreement. (c) MainSource shall cause (i) a check in the amount of cash that each holder of MBT Common Stock has the right to receive pursuant to Section 2.01(a), (ii) a certificate representing that number of whole shares of MainSource Common Stock that each holder of MBT Common Stock has the right to receive pursuant to Section 2.01(b), and (iii) a check in the amount of any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to MainSource of certificates representing such shares of MBT Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to MainSource if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as in the form and substance reasonably satisfactory to MainSource. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or other distributions on MainSource Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of MBT Common Stock converted in the Merger into the right to receive shares of such MainSource Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 2.05. After becoming so entitled in accordance with this Section 2.05, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of MainSource Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of MBT shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of MBT of any shares of MBT Common Stock. If, after the Effective Time, Old Certificates are presented to MainSource, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.05. (f) MainSource shall be entitled to rely upon MBT’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the 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, MainSource shall be entitled to deposit any 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 the posting by such Person of a bond or other indemnity satisfactory to MainSource as indemnity against any claim that may be made against it with respect to such Old Certificate, MainSource will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of MBT Common Stock that are held as treasury stock of MBT or owned by MainSource (other than shares to held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent cancelled and shall promptly upon surrender thereof receive in exchange therefor the cease to exist and no stock of MBT or other consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated exchanged therefor. (i) Notwithstanding the foregoing, no party hereto shall be liable to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB MBT Common Stock for any amounts paid or property amount properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Lawsimilar laws.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Flag VTEL shall cause the exchange agent selected by Flag Exchange Agent to send to each record holder of Company Common Stock and Series C Preferred Stock at the Effective Time (the “Exchange Agent”i) to mail to the former shareholders a letter of FCB appropriate transmittal materials (which CORPDAL:59869.4 22768-00022 5 shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Company Common Stock or Series C Preferred Stock (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and contain such other provisions as VTEL and the Company shall reasonably determine), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of VTEL Common Stock and any cash in lieu of fractional shares, into which the shares of Company Common Stock or Series C Preferred Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Exchange Agent) for , together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, a certificate representing that number of whole shares of VTEL Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and cash in the amount such holder has the right to receive pursuant to such provisions, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or Series C Preferred Stock which is not registered in the transfer records of the FCB Common stock certificates. After Company, a certificate evidencing the Effective Time, each holder proper number of shares of FCB VTEL Common Stock may be issued to the transferee if the Certificate evidencing the Company Common Stock or Series C Preferred Stock shall be surrendered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered for exchange in accordance with the provisions of Section 2.02 of this Agreement, each Certificate theretofore representing Converted Shares (other than shares of Company Common Stock and Series C Preferred Stock to be canceled pursuant to Section 3.3 2.01(e) of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreementand any Dissenting Shares) issued shall from and outstanding at after the Effective Time shall surrender represent for all purposes only the certificate or certificates representing such shares right to receive the Exchange Agent and shall promptly upon surrender thereof receive applicable Merger Consideration as set forth in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each If any holder of shares of FCB Common Stock issued and outstanding at the Effective Time also Converted Shares shall receivebe unable to surrender such holder's Certificates because such Certificates have been lost or destroyed, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest)deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to VTEL. Neither Flag nor the Exchange Agent No interest shall be obligated paid on any Merger Consideration payable to deliver the consideration to which any former holder holders of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other LawConverted Shares.

Exchange Procedures. Promptly after (a) Holders of record of certificates formerly representing shares of Firstbank Common Stock (the "Certificates") shall be instructed to tender such Certificates to Mercantile pursuant to a letter of transmittal that Mercantile shall deliver or cause to be delivered to such holders as soon as practicable following the Effective Time, Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders . Such letters of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, pass only upon proper delivery of such certificates Certificates to Mercantile or the Exchange Agent (as defined below). (b) Subject to Section 1.10, after the Effective Time, each previous holder of a Certificate that surrenders such Certificate to Mercantile or to Harrxx Xxxst and Savings Bank, as the exchange agent designated by Mercantile (the "Exchange Agent"), will, upon acceptance thereof by Mercantile or the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of Mercantile Common Stock into which the shares represented by the Certificate so surrendered shall have been converted pursuant to this Agreement and any distribution theretofore declared and not yet paid with respect to such shares of Mercantile Common Stock, without interest, and a check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive with respect to the Certificate(s) for surrendered. (c) Mercantile or, at the election of Mercantile, the Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as Mercantile or the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Certificates shall be appropriately endorsed or accompanied by such instruments of transfer as Mercantile or the Exchange Agent may reasonably require. (d) Each outstanding Certificate shall until duly surrendered to Mercantile or the Exchange Agent be deemed to evidence ownership of the FCB Common consideration into which the stock certificates. previously represented by such Certificate shall have been converted pursuant to this Agreement. (e) After the Effective Time, each holder holders of shares of FCB Common Stock (other than shares Certificates shall cease to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ have rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares with respect to the Exchange Agent stock previously represented by such Certificates, and their sole rights shall promptly upon surrender thereof receive in be to exchange therefor such Certificates for the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.for

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Flag Parent shall cause the exchange agent selected by Flag (the “Exchange Agent”) Agent to mail to each holder of record of a Certificate whose shares were converted into the former shareholders right to receive the Closing Consideration pursuant to Section 2.01(c) (i) a letter of FCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares Certificates to the Exchange Agent and shall promptly upon be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Closing Consideration. Upon surrender thereof of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and a certificate representing that number of whole shares of Newco Common Stock that such holder has the consideration provided in Section 3.1 right to receive pursuant to the provisions of this Agreement, together with Article II after taking into account all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Company Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing then held by such sharesholder under all such Certificates so surrendered, cash in lieu of any fractional share shares of Flag Parent Common Stock and Newco Common Stock to which such holder may be otherwise is entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated pursuant to deliver the consideration Section 2.02(e) and any dividends or other distributions to which any former such holder of FCB Common Stock is entitled as a result of pursuant to Section 2.02(c), and the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of FCB Common Stock Certificate so surrendered shall forthwith be duly endorsed as either Flag or canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and a certificate representing the proper number of shares of Newco Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent may require. Any other provision of this Agreement notwithstandingAgent, neither Flag nor the Exchange Agent such Certificate shall be liable properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock and Newco Common Stock to a person other than the registered holder of FCB Common Stock for any amounts such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or property delivered in good faith is not applicable. No interest will be paid or will accrue on any cash payable to a public official holders of Certificates pursuant to any applicable abandoned property, escheat Section 2.02(c) or other Law2.02(e).