Common use of Financial Reports and SEC Documents; Material Adverse Effect Clause in Contracts

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers and its subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers and its subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSecurity's Annual Report on Form 10-K KSB for the fiscal year ended December 31, 1999, FarmersSecurity's Quarterly Report on Form 10-Q QSB for the quarters ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers Security SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Security SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Security and its subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers Security SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers Security and its subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSky's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2001 and 2000, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2000 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers Sky SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersFWB's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19991995, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 1996 and 1997 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 1997 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers FWB SEC Documents") with the SEC, as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers FWB and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Farmers FWB SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and cash flows, as the case may be, of Farmers FWB and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Belmont’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2002 and 2003 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 2003 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “Belmont SEC Documents"”) with the SEC, as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Belmont SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Belmont and its subsidiaries Subsidiaries as of its date, and each of the consolidated statements of income or results of operations and income, changes in shareholders' equity ’ equity, and cash flows or equivalent statements in such Farmers Belmont SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Belmont and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSky's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002001, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2001 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers Sky SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersMNB's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19991996, Farmers's 1997 and 1998, Quarterly Report on Form 10-Q for the quarters quarter ended March 31, 2000, 1999 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December March 31, 1999 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers MNB SEC Documents") with the SEC, as of the date filed, copies of which have been delivered or will be delivered to SFG, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers MNB and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers MNB SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers MNB and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Sky’s Annual Report on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002002 and 2003, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2003 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed, together with any amendments required to be made with respect thereto, that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, "Farmers “Sky SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Three Rivers' Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2000 and 2001 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 2000 under the Securities Act, or under Section 13, 14 ,or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers Three Rivers SEC Documents") with the SEC, as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Three Rivers and its subsidiaries Subsidiaries as of its date, and each of the consolidated statements of income or results of operations and income, changes in shareholdersstockholders' equity equity, and cash flows or equivalent statements in such Farmers Three Rivers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and cash flows, as the case may be, of Farmers Three Rivers and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (ia) Farmers's Parent’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19992002, Farmers's Quarterly Report and December 31, 2001 and all other reports (including reports on Form 10-Q for the quarters ended March 31, 2000, and all other reportsForm 8-K), registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under 2000 with the Securities ActSEC (collectively, or under Section 13Parent’s “SEC Documents”), 14 or 15(d) as of the Exchange Act, in the form date filed or to be filed (collectively, "Farmers SEC Documents") and as of amended prior to the date filedhereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and (D) each of the consolidated statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involvedinvolved (subject, except in each the case as may be noted thereinof unaudited interim statements, subject to normal year-end audit adjustments adjustments). Each of the consolidated financial statements of Parent and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the absence financial statements to be filed with the SEC by Parent after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of footnotes the SEC with respect thereto. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the case of unaudited statementsParent’s Subsidiaries is required to file any form, report or other document with the SEC.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersParent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2001 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 1998 under the Securities Act, Act or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed with the SEC (collectively, Parent's "Farmers SEC Documents") ), as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Sky’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002001 and 2002, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2002 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed filed, as amended (collectively, "Farmers “Sky SEC Documents"”) as of the date filed, or amended, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSFG's Annual Report on Form 10-K for the fiscal year ended December 31, 19991998, FarmersSFG's Quarterly Report on Form 10-Q for the quarters quarter ended March 31, 2000, 1999 and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December March 31, 1999 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers SFG SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SFG SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers SFG and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SFG SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers SFG and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.to

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's SBI’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2001 and 2002 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 2002 under the Securities Act, or under Section 13, 14 14, or 15(d) of the Exchange Act, in the form filed or to be filed filed, as amended (collectively, "Farmers “SBI SEC Documents"”) with the SEC, as of the date filedfiled or amended, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers SBI and its subsidiaries Subsidiaries as of its date, and each of the consolidated statements of income or results of operations and income, changes in shareholders' equity ’ equity, and cash flows or equivalent statements in such Farmers SBI SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers SBI and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSFG's Annual Report on Form 10-K supplemental consolidated financial statements as of December 31, 19976 and 1996 and for each of the fiscal year three years in the period ended December 31, 19991998, Farmersas filed with the SEC on SFG's Quarterly Current Report on Form 108-Q for K dated October 15, 1998 (which include the quarters ended March 31financial statements of Mid Am, 2000Inc., Citizens Bancshares, Inc., Century Financial Corporation and Unibank), and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 1997 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers SFG SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SFG SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers SFG and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Farmers SFG SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and cash flows, as the case may be, of Farmers SFG and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersThe Company's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20001999 and 1998, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 1998 under the Securities Act of 1933, as amended (the "Security Act"), or under Section 1313(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or under the securities regulations of the Securities and Exchange Commission (the "SEC"), in the form filed or to be filed (collectively, the "Farmers SEC Documents") with the SEC as of the date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Farmers Company and its subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers the Company and its subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year- end audit adjustments and the absence of footnotes in the case of unaudited statements. Except as set forth in Schedule 6(h) hereto, there has been no material adverse change in the business, results of operations, financial condition, assets or prospects of the Company and its subsidiaries, taken as a whole, since the date of the Company's balance sheet dated December 31, 1999.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Purchaser’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002013, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2013 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “Purchaser SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Purchaser SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Purchaser and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Purchaser SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Purchaser and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2005 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2005 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, "Farmers Parent’s “SEC Documents"”) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries the Parent Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries the Parent Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statementsstatements that will not be material in amount or effect.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersWashington Mutual's Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1996 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC, as of the date hereof, and the draft of Washington Mutual's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report 1997 delivered to Ahmanson on Form the date hereof (the "Washington Mutual Draft 10-Q for the quarters ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers SEC DocumentsK") as of the date filedhereof (collectively, "Washington Mutual's SEC Documents"), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Washington Mutual SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Washington Mutual and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers Washington Mutual SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Washington Mutual and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence lack of footnotes complete footnote disclosure in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSFG's Annual Report on Form 10-K supplemental consolidated financial statements as of December 31, 1997 and 1996 and for each of the fiscal year three years in the period ended December 31, 19991997, Farmersas filed with the SEC on SFG's Quarterly Current Report on Form 108-Q for K dated October 15, 1998 (which include the quarters ended March 31financial statements of Mid Am, 2000Inc., Citizens Bancshares, Inc., Century Financial Corporation and Unibank), copies of which have been delivered to FWB, and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 1997 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers SFG SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SFG SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers SFG and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Farmers SFG SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers SFG and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Purchaser’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002010, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2010 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “Purchaser SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Purchaser SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Purchaser and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Purchaser SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Purchaser and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's PCBI’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31September 30, 19992004, Farmers's 2003 and 2002, Quarterly Report Reports on Form 10-Q for the quarters ended December 31, 2004, March 31, 20002005 and June 30, 2005 and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2001 under the Securities Act, or under Section 1313(a), 13(c) 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “PCBI SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers PCBI SEC Document Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers PCBI and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers PCBI SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers PCBI and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersPlanet's Annual Report on Form 10-K KSB for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002003, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2003, under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, Planet's "Farmers SEC Documents") with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Planet and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Planet and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersWashington Mutual's Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1996 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC, as of the date hereof, and the draft of Washington Mutual's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report 1997 delivered to Ahmanson on Form the date hereof (the "Washington Mutual Draft 10-Q for the quarters ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers SEC DocumentsK") as of the date filedhereof (collectively, "Washington Mutual's SEC Documents"), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Washington Mutual SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Washington Mutual and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers Washington Mutual SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Company X and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence lack of footnotes complete footnote disclosure in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's First Citizens' Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19991999 and 2000, Farmers's Quarterly Report Reports on Form 10-Q for the quarters ended March 31, 20002001 and June 30, 2001 and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Significant Subsidiaries with the SEC subsequent to December 31June 30, 1999 2001 under the Securities Act, or under Section 1313(a), 13(c) 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers First Citizens SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers First Citizens SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers First Citizens and its subsidiaries Significant Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers First Citizens SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers First Citizens and its subsidiaries Significant Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Sky’s Annual Report on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002003 and 2004, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2004 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed, together with any amendments required to be made with respect thereto, that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, "Farmers “Sky SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's NB&T’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2008 and 2007 and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Significant Subsidiaries with the SEC subsequent to December 31, 1999 2008, under the Securities Act, or under Section 1313(a), 13(c) 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “NB&T SEC Documents"”) as of the date filedfiled (or if amended or superseded by a filing prior to the date hereof then on the date of such amended or superseded filing), (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers NB&T SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers NB&T and its subsidiaries Significant Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers NB&T SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers NB&T and its subsidiaries Significant Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002004, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2004 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “BB&T SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers BB&T SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers BB&T and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers BB&T SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers BB&T and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's CSB’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2007 and 2006 and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Significant Subsidiaries with the SEC subsequent to December 31, 1999 2007 under the Securities Act, or under Section 1313(a), 13(c) 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “CSB SEC Documents"”) as of the date filedfiled (or if amended or superseded by a filing prior to the date hereof then on the date of such amended or superseded filing), (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers CSB SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers CSB and its subsidiaries Significant Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers CSB SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers CSB and its subsidiaries Significant Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersExcept as Previously Disclosed, Zions's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Zions's "Farmers SEC DocumentsDOCUMENTS") with the SEC, as of the date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Zions and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Zions and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. The books and records of Zions have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Reports and SEC Documents; Material Adverse Effect. (ia) FarmersParent's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19992001, Farmers's Quarterly Report on Form 10-Q for the quarters ended March December 31, 20002000 and December 31, 1999 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under 1998 with the Securities ActSEC (collectively, or under Section 13Parent's "SEC DOCUMENTS"), 14 or 15(d) as of the Exchange Act, in the form date filed or to be filed (collectively, "Farmers SEC Documents") and as of amended prior to the date filedhereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and (D) each of the consolidated statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002011, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2011 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “Parent SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Parent SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Parent SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2004 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2004 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, "Farmers Parent’s “SEC Documents"”) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statementsstatements that will not be material in amount or effect.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersEnergen's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002001, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31September 30, 1999 2001, under the Securities Act of 1933, as amended (the "Securities Act"), or under Section 1313(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") in the form filed or to be filed (collectively, the "Farmers SEC Documents") with the SEC, as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, presented the consolidated financial position of Farmers Energen and its consolidated subsidiaries as of its date, and each of the consolidated statements of income or results of operations and changes in income, shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, presented in all material respects the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers Energen and its consolidated subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of interim unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersFed One's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19991994, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20001995 and 1996, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 1994 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Fed One's "Farmers SEC Documents") with the SEC, as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Fed One and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and cash flows, as the case may be, of Farmers Fed One and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. Fed One's press release announcing its 1997 year end results fairly presents the financial condition of Fed One as of December 31, 1997 and the results of its operations for the year ended December 31, 1997, in each case as determined in accordance with generally accepted accounting principles.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's EWBC’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2004 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2004 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, "Farmers “SEC Documents"”) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers EWBC and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Farmers EWBC and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersCNN's Annual Report on Form 10-K for the fiscal year years ended December 31, 1997, 1998 and 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 1997 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers CNN SEC DocumentsDOCUMENTS") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers CNN SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers CNN and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers CNN SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers CNN and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002005, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2005 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “BB&T SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers BB&T SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers BB&T and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers BB&T SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers BB&T and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersOVBC's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002014 and 2013, and all other reports, registration statements, definitive proxy statements reports or other statements filed or to be filed by it or any of its subsidiaries Significant Subsidiaries with the SEC subsequent to December 31, 1999 2014, under the Securities Act, or under Section 1313(a), 13(c) 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers OVBC SEC Documents") as of the date filedfiled (or if amended or superseded by a filing prior to the date hereof then on the date of such amended or superseded filing), (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers OVBC SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers OVBC and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers OVBC SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers OVBC and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied GAAP during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.. 37

Financial Reports and SEC Documents; Material Adverse Effect. (ia) Farmers's Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002005, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 2005 and prior to the Closing Date under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Securities Exchange Act, in the form filed or to be filed with the SEC (collectively, "Farmers Buyer’s “SEC Documents") ”), as of the date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Buyer and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of Farmers Buyer and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal normal, recurring year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersGLB's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2002 and 2001 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 2001 under the Securities Act, or under Section 13, 14 14, or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers GLB SEC Documents") with the SEC, as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers GLB and its subsidiaries Subsidiaries as of its date, and each of the consolidated statements of income or results of operations and income, changes in shareholders' equity equity, and cash flows or equivalent statements in such Farmers GLB SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers GLB and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersParent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2001 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2001 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, Parent's "Farmers SEC Documents") with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (ia) Farmers's Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2004 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2004 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, "Farmers “Bancorp’s SEC Documents"”) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Bancorp SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Bancorp and its subsidiaries the Bancorp Subsidiaries as of its date, date and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Bancorp SEC Documents (including any related notes and schedules thereto) fairly presents, presents or will fairly present, present the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Farmers and its subsidiaries Bancorp for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statementsstatements and except that unaudited statements do not include all applicable footnotes.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersParent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2001 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under the Securities Act, Act or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC (collectively, Parent's "Farmers SEC Documents") ), as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the consolidated statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersWachovia's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20001998, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 1998 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC (collectively, "Farmers Wachovia's SEC Documents") ), as of the date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Wachovia and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of Farmers Wachovia and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2004 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2004 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, "Farmers Parent’s “SEC Documents"”) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries the Parent Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries the Parent Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statementsstatements that will not be material in amount or effect.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Purchaser’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002006, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2006 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “Purchaser SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Purchaser SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Purchaser and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Purchaser SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Purchaser and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (ia) FarmersParent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2001 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 1998 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, Parent's "Farmers SEC DocumentsDOCUMENTS") with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, and all other First Citizens’ reports, registration statements, schedules, definitive proxy statements or other statements filed since December 31, 2005 or to be filed by it or any of its subsidiaries Significant Subsidiaries with the SEC subsequent to December 31, 1999 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers “First Citizens SEC Documents"”) as of the date filedfiled (or if amended or superseded by a filing prior to the date hereof then on the date of such amended or superseded filing), (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder, and to the extent applicable and in effect, the Sxxxxxxx-Xxxxx Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers First Citizens SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers First Citizens and its subsidiaries Significant Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers First Citizens SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers First Citizens and its subsidiaries Significant Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersThe Company's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20001999 and 1998, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 1998 under the Securities Act of 1933, as amended (the "Security Act"), or under Section 1313(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or under the securities regulations of the Securities and Exchange Commission (the "SEC"), in the form filed or to be filed (collectively, the "Farmers SEC Documents") with the SEC as of the date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Farmers Company and its subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers the Company and its subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. Except as set forth in Schedule 6(h) hereto, there has been no material adverse change in the business, results of operations, financial condition, assets or prospects of the Company and its subsidiaries, taken as a whole, since the date of the Company's balance sheet dated December 31, 1999.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSky's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002002 and 2001, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2001 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers Sky SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSky's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002001 and 2002, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2002 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed filed, as amended (collectively, "Farmers Sky SEC Documents") as of the date filed, or amended, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersParent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2000 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2000 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, Parent's "Farmers SEC Documents") with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries the Parent Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries the Parent Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSBI's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2001 and 2002 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC Subsidiaries subsequent to December 31, 1999 2002 under the Securities Act, or under Section 13, 14 14, or 15(d) of the Exchange Act, in the form filed or to be filed filed, as amended (collectively, "Farmers SBI SEC Documents") with the SEC, as of the date filedfiled or amended, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers SBI and its subsidiaries Subsidiaries as of its date, and each of the consolidated statements of income or results of operations and income, changes in shareholders' equity equity, and cash flows or equivalent statements in such Farmers SBI SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers SBI and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (ia) FarmersParent's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19992002, Farmers's Quarterly Report December 31, 2001 and December 31, 2000 and all other reports (including reports on Form 10-Q for the quarters ended March 31, 2000, and all other reportsForm 8-K), registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 under with the Securities ActSEC (collectively, or under Section 13Parent's "SEC DOCUMENTS"), 14 or 15(d) as of the Exchange Act, in the form date filed or to be filed (collectively, "Farmers SEC Documents") and as of amended prior to the date filedhereof, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and (D) each of the consolidated statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involvedinvolved (subject, except in each the case as may be noted thereinof unaudited interim statements, subject to normal year-end audit adjustments adjustments). Each of the consolidated financial statements of Parent and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the absence financial statements to be filed with the SEC by Parent after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of footnotes the SEC with respect thereto. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. None of the case of unaudited statementsParent's Subsidiaries is required to file any form, report or other document with the SEC.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Sky’s Annual Report on Form 10-K for the fiscal year years ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002004 and 2005, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2005 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed, together with any amendments required to be made with respect thereto, that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, "Farmers “Sky SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (ii)(A) FarmersParent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2000 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 1998 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, Parent's "Farmers SEC Documents") with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's Sky’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 20002002 and 2003, and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 2003 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed, together with any amendments required to be made with respect thereto, that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, "Farmers “Sky SEC Documents"”) as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers Sky SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Sky and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers Sky SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and cash flows, as the case may be, of Farmers Sky and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersSFG's Annual Report on Form 10-K supplemental consolidated financial statements as of December 31, 1997 and 1996 and for each of the fiscal year three years in the period ended December 31, 19991997, Farmersas filed with the SEC on SFG's Quarterly Current Report on Form 108-Q for K dated October 15, 1998 (which include the quarters ended March 31financial statements of Mid Am, 2000Inc., Citizens Bancshares, Inc., Century Financial Corporation and Unibank), copies of which have been delivered to FWB, and all other reports, registration statements, definitive proxy statements or other statements filed or to be filed by it or any of its subsidiaries Subsidiaries with the SEC subsequent to December 31, 1999 1997 under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "Farmers SFG SEC Documents") as of the date filed, (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SFG SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers SFG and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Farmers SFG SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and cash flows, as the case may be, of Farmers SFG and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.consistently

Financial Reports and SEC Documents; Material Adverse Effect. (i) FarmersParent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Farmers's Quarterly Report on Form 10-Q for the quarters ended March 31, 2000, 2001 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2001 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, Parent's "Farmers SEC Documents") with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers Parent and its subsidiaries Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholders' equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Farmers Parent and its subsidiaries Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents; Material Adverse Effect. (i) Farmers's The Company’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 19992004, Farmers's Quarterly Report on Form 10-Q for the quarters ended March December 31, 20002003 and December 31, 2002 and all other reports, registration statements, definitive proxy statements or other information statements filed or to be filed by it or any of its subsidiaries with the SEC subsequent to December 31, 1999 2004 under the Securities Act, or under Section 1313(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively, "Farmers Company’s “SEC Documents"”) with the Federal Reserve Board, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Farmers SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Farmers and its subsidiaries the Company as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Farmers SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Farmers and its subsidiaries the Company for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedGAAP, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statementsstatements that will not be material in amount or effect. The books and records of the Company have been, and are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with any other applicable legal and accounting requirements.