Common use of Transitional Actions by SELLER Clause in Contracts

Transitional Actions by SELLER. a. Prior to the Closing Date, SELLER shall use reasonable efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the Deposit Liabilities assumed by BUYER hereunder. b. Prior to the Closing Date, the SELLER shall assist the BUYER in preparing the BUYER’s data processing system to receive the Deposit Liabilities, which assistance shall include, but shall not be limited to, the following: (i) As soon as practicable following the date of this Agreement and not later than June 30, 2008, the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On the Closing Date, SELLER shall deliver to the BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER shall cooperate with BUYER in making Office Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER deems advisable; provided, however, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Employees or operation of the Office. SELLER shall also cooperate with BUYER and its agents to facilitate installation of teller and other operating equipment in the Office, provided that such installation shall be at BUYER’s sole cost and expense and shall be planned so as not to interfere significantly with SELLER’s normal business activities, and provided further, that if this Agreement is terminated, the removal of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYER. d. On or before the Closing Date, SELLER shall (i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX included in the Deposit Liabilities of which it is the trustee or custodian, (ii) to the extent permitted by the documentation governing each such XXX and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business on the Closing Date, and (iii) deliver to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable law. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantor, including but not limited to a beneficiary designation form to be completed by the applicable XXX grantor. If, pursuant to the terms of the documentation governing any such XXX or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For a period of ninety (90) days following the Closing Date, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. As of the opening of business on the Closing Date, SELLER shall advise the Federal Reserve Bank of Cleveland that the account number ranges of the routing transit number associated with the Office should be reassigned to BUYER and shall further provide the information in order to expedite the clearing and sorting of all checks, drafts, instruments, and other commercial paper related to the Deposit Accounts. g. SELLER shall report from January 1, 2008, through the Closing Date, and BUYER shall report from the Closing Date through December 31, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged to the Deposit Accounts. Such reports shall be made to the holders of Deposit Liabilities and to the applicable federal and state regulatory agencies. h. On or before the Closing Date, SELLER shall deliver to BUYER a list of all “B” notices (TINs do not match) and “C” notices (under reporting/IRS imposed withholding) issued by the Internal Revenue Service (“IRS”) relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) any and all similar notices regarding such Deposit Accounts received from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within two (2) days of receipt of any such notice by SELLER, SELLER shall notify BUYER and BUYER shall comply with the notification requirements; (iii) Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER.

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, unless another time is otherwise indicated: (a) SELLER shall use reasonable its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities Liabilities, assumed by BUYER hereunder. b. Prior . SELLER shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to the Closing Date, the . SELLER shall assist submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities through the BUYER in preparing Closing Date. (b) SELLER's sole and exclusive responsibilities concerning the BUYER’s provision of data processing system services to receive or for the Deposit LiabilitiesAccounts of the Offices after the Closing Date, which assistance if any, shall include, but shall not be limited to, the following: (i) as set forth in this Section 7.02(b). As soon as practicable following the date of this Agreement Agreement, SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts, Office Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than June 30, 2008, 10:00 A.M. local time on the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On day immediately following the Closing Date, SELLER shall deliver to make the foregoing documents and materials available for pick-up by BUYER a final Compatible Data Fileat 0000 Xxxxxxxxx Xxxxxxx, which Compatible Data File Xxxxxxx, Xxxxxxxxx 00000 (the "Operations Center"). BUYER shall constitute review and analyze such materials including, but not limited to, the SELLER’s Records maintained as file formats and test tapes, and shall advise SELLER in writing of and current through the effective time of the Closing with respect to the Deposit Accounts; andany defects or concerns relating thereto not later than 10 business days following receipt thereof. (ivc) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER shall cooperate with BUYER BUYER, at BUYER's expense and at no expense to SELLER, in making Office Transferred Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER deems advisable; providedPROVIDED, howeverHOWEVER, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Employees or operation Transferred Employees. BUYER shall make request of SELLER for training opportunities prior to the Office. Closing Date, which request shall specify the time, duration and place of such training, and which must be approved by SELLER. (d) SELLER shall also cooperate with BUYER and its agents BUYER, at no expense to facilitate SELLER, to make provision for the installation of teller and other operating platform equipment in the OfficeOffices subject to approval by SELLER; PROVIDED, provided HOWEVER, that BUYER shall arrange for the installation and placement of such installation shall be equipment at BUYER’s sole cost such times and expense and shall be planned so as in a manner that does not to significantly interfere significantly with SELLER’s the normal business activities, activities and provided further, that if operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each XXX account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement is terminated, including the removal provisions of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYERsection 8.10 hereof. d. On or before the Closing Date, (f) SELLER shall (i) resign terminate its ATM/debit card service effective as of the close of business on the business day preceding the Closing Date or such other date and time as SELLER and BUYER may agree. Such terminations will be preceded by the trustee notice described in Section 7.01(b) herein. SELLER shall have no obligation with respect to conversion or custodian, as applicable, of each XXX included in change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Liabilities of which it is Accounts following the trustee or custodianClosing and, (ii) to the extent permitted by the documentation governing each such XXX further, BUYER shall assume all responsibility and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations liability with respect thereto as of following the close of business on the Closing Date, and (iii) deliver to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable law. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantor, including but not limited to a beneficiary designation form to be completed by the applicable XXX grantor. If, pursuant to the terms of the documentation governing any such XXX or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For a period ending on the earlier of ninety (90) 90 days following the Closing DateDate or five days prior to the conversion of SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER agrees will receive incoming ACH items and forward them to continue Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to accept Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and immediately forward networking capabilities with the Network Banker system. Fees payable to BUYER all automated clearinghouse entries any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and corresponding funds. SELLER also agrees Loan payments related to include the originator identification numberaccounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and BUYER agrees (ii) will not be accepted if attempted to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be createdmade in person. f. (g) As of the opening of business on the first business day after the Closing Date, SELLER and BUYER shall advise provide the appropriate Federal Reserve Bank of Cleveland that (the account number ranges of the routing transit number associated "FRB") with the Office should be reassigned to BUYER and shall further provide the all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments, instruments and other commercial paper related relative to the Deposit Accounts. g. Liabilities and/or the Office Loans (hereinafter collectively referred to as "Paper Items"). BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, on each business day following the Closing and continuing until the earlier of ninety (90) days after the Closing or the Conversion, SELLER will make available to BUYER for pick up at the Operations Center at 12:00, noon on the next business day, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on the prior business day. SELLER shall report from January 1also electronically transmit to BUYER by 5:00 a.m. each business day information relating to checks received by SELLER on the prior business day. At the same xxxx XXXXXX delivers physical custody of Paper Items to BUYER, 2008SELLER shall also make available to BUYER information and records, through including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Loans. SELLER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing DateDate or the Conversion. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Loans. Except as otherwise expressly noted, SELLER shall provide the foregoing at no charge to BUYER shall report for a period not to exceed ten (10) days from the Closing Date through December 31except that BUYER shall pay any charges assessed to SELLER by the FRB, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate to the Deposit Accounts. Such reports BUYER shall be made responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the holders referenced ten (10) day period in the amount of $50.00 per day and $.25 per item. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g) might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(g) to the extent any such failure results from causes beyond SELLER's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date (or such longer period as may be required by law), notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Loans hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's debit card and automatic teller machine services, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable federal notices, communications, and state regulatory agenciesfilings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. h. On or before (i) For a period of sixty (60) days after the Closing Date, SELLER shall deliver will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER a list under this Agreement. BUYER and SELLER further agree to refer customers to the offices of all “B” notices (TINs do the other when such customers present payments over the counter to the party not match) and “C” notices (under reporting/IRS imposed withholding) issued holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by the Internal Revenue Service (“IRS”) relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) for any and all similar notices regarding such Deposit Accounts received from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required payments tendered by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted borrowers which were credited to the appropriate governmental agency on or outstanding balance of any Office Loan prior to the Closing Date will be withheld and remitted by SELLERwhich are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign to BUYER any rights of SELLER to recovery of such payments as against the relevant borrower. (j) The duties and obligations of the parties in this section 7.02 shall survive the Closing; provided, and however, that SELLER shall have no obligation to take any other sums withheld by SELLER action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within two (2) days of receipt of any such notice by SELLER, SELLER shall notify BUYER and BUYER shall comply with the notification requirements; (iii) Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLERSection 10.06 hereof.

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, SELLER unless another time is otherwise indicated: (a) Seller shall use reasonable its best efforts to cooperate with BUYER Buyer in assuring an orderly transition of ownership of the Assets and responsibility for the Deposit Liabilities assumed by BUYER Buyer hereunder. b. Prior . Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to the Closing Date. Seller shall submit and file any required IRS reporting with respect to interest accrued on Deposit Liabilities and Branch Loans through the Closing Date. (b) Upon the execution of this Agreement, Seller shall provide Buyer with applicable product functions and specifications in a mutually agreed upon format relating to the SELLER shall assist the BUYER in preparing the BUYER’s data processing system to receive support required for the Deposit LiabilitiesAccounts, which assistance shall includeBranch Loans, but shall not be limited toand safe deposit business maintained at the Branches (such Deposit Accounts, Branch Loans, and safe deposit business, if applicable, hereinafter called the following: (i) As soon as practicable following "Accounts"). Upon the date execution of this Agreement Agreement, Seller shall provide to Buyer file formats relating to the Accounts in electronic media in a mutually agreed upon format and delivered via a secure Virtual Private Network (VPN). By not later than June 30, 2008, 3:00 A.M. Central Daylight Standard Time on the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On day immediately following the Closing Date, SELLER Seller shall deliver provide the Buyer, the previously agreed upon electronic media to support the conversion requirements of the Buyer to transfer the Accounts to the BUYER Buyer's data processing systems. The electronic media is to be delivered via a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; andsecure Virtual Private Network (VPN) connection. (ivc) The SELLER shall deliver to Upon the BUYER trial balance reports with each Compatible Data File delivered pursuant to execution of this Section 7.02(b). c. Prior to the Closing DateAgreement, SELLER Seller shall cooperate with BUYER in making Office Employees available Buyer, at reasonable times not no expense to exceedSeller, to make provision for the installation of equipment in the aggregate, eight (8) hours for whatever program of training BUYER deems advisableBranches subject to approval by Seller; provided, however, that BUYER Buyer shall conduct arrange for the installation and placement of such training program equipment at such times and in a manner that does not materially significantly interfere with or prevent the performance of the normal duties business activities and activities operation of Seller or the Branches. (d) Seller shall resign as custodian of each IRA account maintained at the Branches and assign the custodxxxship of such Office Employees or operation of the Office. SELLER shall also cooperate with BUYER and its agents accounts to facilitate installation of teller and other operating equipment in the Office, provided that such installation shall be at BUYER’s sole cost and expense and shall be planned so as not to interfere significantly with SELLER’s normal business activities, and provided further, that if this Agreement is terminated, the removal of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYERBuyer upon Closing. d. On or before (e) Seller shall terminate its ATM/debit card service related to the Closing Date, SELLER shall Branches at such time as Seller and Buyer may agree. Such terminations will be preceded by the notice described in Section 7.01(b) herein. (f) Deposits and loan payments related to the Accounts sold (i) resign as of received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the close of business on the Closing Date as the trustee or custodiannext day, as applicable, of each XXX included in the Deposit Liabilities of which it is the trustee or custodian, and (ii) to the extent permitted by the documentation governing each such XXX and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business on the Closing Date, and (iii) deliver to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable law. BUYER shall will not be solely responsible for delivering its XXX documents to the applicable XXX grantor, including but not limited to a beneficiary designation form accepted if attempted to be completed by the applicable XXX grantor. If, pursuant to the terms of the documentation governing any such XXX or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects made in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAsperson. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180g) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For a period of ninety (90) days following the Closing Date, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. As of the opening of business on the first business day after the Closing Date, SELLER Seller and Buyer shall advise provide the appropriate Federal Reserve Bank of Cleveland that (the account number ranges of the routing transit number associated "FRB") with the Office should be reassigned to BUYER and shall further provide the all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments, instruments and other commercial paper related relative to the Deposit Accounts. g. SELLER Liabilities and/or the Branch Loans (hereinafter collectively referred to as "Paper Items"). Buyer shall report from January 1, 2008, through the Closing Date, bear all charges and BUYER shall report from the Closing Date through December 31, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged to the Deposit Accounts. Such reports shall be made to the holders of Deposit Liabilities and to the applicable federal and state regulatory agencies. h. On or before the Closing Date, SELLER shall deliver to BUYER a list of all “B” notices (TINs do not match) and “C” notices (under reporting/IRS costs imposed withholding) issued by the Internal Revenue Service (“IRS”) relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) any and all similar notices regarding such Deposit Accounts received from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within two (2) days of receipt of any such notice by SELLER, SELLER shall notify BUYER and BUYER shall comply Federal Reserve in connection with the notification requirements; (iii) Any penalties described on “B” notices from reassignment of account number ranges for sorting the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLERPaper Items.

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, SELLER unless another time is otherwise indicated: (a) Seller shall use reasonable its best efforts to cooperate with BUYER Purchaser in assuring an orderly transition of ownership of the Assets and responsibility for the Deposit Liabilities liabilities, including the Transferred Accounts, assumed by BUYER Purchaser hereunder. Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Transferred Accounts, with interest and service charges pro-rated to close of business on the Closing Date. Seller shall submit and file any required reports on IRS Form 1099 with respect to interest paid on Transferred Accounts through the Closing Date. Notwithstanding the limitations contained in 9.1(b), Seller shall, prior to issuing any notices to its customers or the general public regarding the transaction contemplated by this Agreement, obtain the prior written consent of Purchaser with respect to the content of such notices. Purchaser shall not contact Seller's customers until the earlier of (i) Seller's written consent, or (ii) receipt of all regulatory approvals and the passage of any waiting periods, and all conditions precedent to Purchaser's obligations hereunder have either been satisfied or waived in writing by Purchaser. b. (b) Prior to the Closing Date, the SELLER shall assist the BUYER in preparing the BUYER’s data processing system to receive the Deposit Liabilities, which assistance shall include, but shall not be limited to, the following: (i) As soon as practicable following the date of this Agreement and not later than June 30, 2008, the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On the Closing Date, SELLER shall deliver to the BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER Seller shall cooperate with BUYER Purchaser, at Purchaser's expense and at no expense to Seller, in making Office Transferred Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER Purchaser deems advisable; provided, however, that BUYER Purchaser shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Employees or operation Transferred Employees. Purchaser shall make request of the Office. SELLER shall also cooperate with BUYER and its agents Seller for training opportunities prior to facilitate installation of teller and other operating equipment in the Office, provided that such installation shall be at BUYER’s sole cost and expense and shall be planned so as not to interfere significantly with SELLER’s normal business activities, and provided further, that if this Agreement is terminated, the removal of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYER. d. On or before the Closing Date, SELLER shall (i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX included in the Deposit Liabilities of which it is the trustee or custodian, (ii) to the extent permitted by the documentation governing each such XXX and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business on the Closing Date, and (iii) deliver shall reimburse Seller at the Closing for any and all costs relating to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable law. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantortraining including, including but not limited to a beneficiary designation form to be completed by the applicable XXX grantor. If, pursuant to the terms of the documentation governing any such XXX or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, regular and does, overtime salary for Transferred Employees involved in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or training for the assumption period of such deposits included training, travel costs, and all expenses incurred by Seller or such Transferred Employees in such XXX would result in a loss of qualification conjunction with the training. Such requests, which shall specify the time, duration and place of such XXX under the Code or applicable IRS regulationstraining, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For a period of ninety (90) days following the Closing Date, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. As of the opening of business on the Closing Date, SELLER shall advise the Federal Reserve Bank of Cleveland that the account number ranges of the routing transit number associated with the Office should be reassigned to BUYER and shall further provide the information in order to expedite the clearing and sorting of all checks, drafts, instruments, and other commercial paper related to the Deposit Accounts. g. SELLER shall report from January 1, 2008, through the Closing Date, and BUYER shall report from the Closing Date through December 31, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged to the Deposit Accounts. Such reports shall be made to the holders of Deposit Liabilities and to the applicable federal and state regulatory agencies. h. On or before the Closing Date, SELLER shall deliver to BUYER a list of all “B” notices (TINs do not match) and “C” notices (under reporting/IRS imposed withholding) issued by the Internal Revenue Service (“IRS”) relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) any and all similar notices regarding such Deposit Accounts received from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within two (2) days of receipt of any such notice by SELLER, SELLER shall notify BUYER and BUYER shall comply with the notification requirements; (iii) Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER.must be

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, unless another time is otherwise indicated: (a) SELLER shall use reasonable its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities Liabilities, assumed by BUYER hereunder. SELLER shall provide final statements as of a date and time mutually agreed upon by SELLER and BUYER, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to close of business on the Closing Date. SELLER shall submit and file any required reports on IRS Form 1099 with respect to interest paid on Deposit Liabilities through the Closing Date. SELLER shall provide to BUYER information regarding interest collected on Purchased Loans during the calendar year in which the Closing Date occurs, up to and including the Closing Date. b. Prior (b) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, the if any, shall be as set forth in this Section 7.2(b). Pursuant to a schedule mutually agreed upon by SELLER and BUYER, SELLER shall assist provide BUYER with applicable product functions and specifications relating to the BUYER in preparing the BUYER’s data processing system to receive support required for the Deposit LiabilitiesAccounts, which assistance Purchased Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained by VISION (such Deposit Accounts, Purchased Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). SELLER shall includealso provide to BUYER or SELLER shall cause a third party to provide to BUYER file formats relating to the Accounts as mutually agreed by BUYER and SELLER. BUYER shall review and analyze such materials including, but shall not be limited to, the following:file formats, and shall advise SELLER in writing of any defects or concerns relating thereto within a reasonable time period following receipt thereof. (ic) As soon as practicable following the date of this Agreement and not later than June 30, 2008, the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On the Closing Date, SELLER shall deliver to the BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER shall cooperate with BUYER BUYER, at BUYER's expense and at no expense to SELLER, in making Office Transferred Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER deems advisable; provided, however, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Employees or operation Transferred Employees. BUYER shall make request of the Office. SELLER shall also cooperate with BUYER and its agents for training opportunities prior to facilitate installation of teller and other operating equipment in the Office, provided that such installation shall be at BUYER’s sole cost and expense and shall be planned so as not to interfere significantly with SELLER’s normal business activities, and provided further, that if this Agreement is terminated, the removal of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYER. d. On or before the Closing Date, SELLER shall (i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX included in the Deposit Liabilities of which it is the trustee or custodian, (ii) to the extent permitted by the documentation governing each such XXX and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business on the Closing Date, and (iii) deliver shall reimburse SELLER at the Closing for any and all costs relating to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable law. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantortraining including, including but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by SELLER or such Transferred Employees in conjunction with the training. Such requests, which shall specify the time, duration and place of such training, must be approved by SELLER. (d) SELLER shall cooperate with BUYER, at no expense to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER, which shall not be unreasonably withheld; provided, however, that BUYER shall arrange for the installation and placement of such equipment at such times and in a beneficiary designation form manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each XXX account maintained at the Offices and assign the custodianship of such accounts to BUYER subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereof. (f) SELLER shall terminate its ATM/debit card service effective as of a date and time mutually agreed upon by BUYER and SELLER. Such terminations will be completed preceded by the applicable XXX grantornotice described in Section 7.1(b) herein. If, pursuant SELLER shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the terms of Deposit Accounts following the documentation governing Closing except that SELLER shall reasonably cooperate with BUYER to accomplish the same and to the extent that BUYER incurs any such XXX or applicable law, (X) SELLER is not permitted costs related to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAssame, BUYER shall perform reimburse SELLER for the services reasonable costs incurred by SELLER in connection thereto and carry out BUYER shall assume all responsibility and liability with respect thereto following the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulationsClosing. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to SELLER will continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn redirect and/or pass through relevant ACH transactions on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For for a period of ninety (90) days following the Closing DateDate or a date beyond ninety (90) days if mutually agreed by BUYER and SELLER. (g) On a date mutually agreed upon by BUYER and SELLER, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct shall provide the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. As of the opening of business on the Closing Date, SELLER shall advise the appropriate Federal Reserve Bank of Cleveland that (the account number ranges of the routing transit number associated "FRB") with the Office should be reassigned to BUYER and shall further provide the all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments, instruments and other commercial paper related relative to the Deposit AccountsLiabilities and/or the Purchased Loans (hereinafter collectively referred to as "Paper Items"). BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, by not later than 3:00 p.m. local time on each business day following the Closing and continuing for ninety (90) days after the Closing, unless such time period is extended by the mutual agreement of BUYER and SELLER, SELLER will make available to BUYER for pick up from SELLER's offices or the offices of SELLER's parent company, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse during the morning of each such business day on an "as-received basis. g. " At the same xxxx XXXXXX shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Purchased Loans. BUYER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER within a time period mutually agreed upon by BUYER and SELLER. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Purchased Loans. Except as otherwise expressly provided herein, SELLER shall report from January 1, 2008, through provide the Closing Date, and foregoing at no charge to BUYER shall report for a period not to exceed thirty (30) days from the Closing Date through December 31except that BUYER shall pay any charges assessed to SELLER by the FRB, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate to the Deposit Accounts. Such reports BUYER shall be made responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the holders referenced 30 day period as follows: $200.00 per day and $1.00 per item for days 31 through 60, and $300.00 per day and $1.50 per item for days 61 through 90. Any request for extension of Deposit Liabilities and the 90 day period shall be submitted in writing by BUYER to SELLER not later than 10 business days prior to the applicable federal expiration of such 90 day period or any extensions thereof and state regulatory agenciesshall be subject to approval by SELLER at its reasonable discretion. Fees for activity subsequent to the 90 day period shall be as determined by SELLER and BUYER. Fees for activity subsequent to the initial 30 day period shall be assessed on a daily basis and included in the daily cash settlement. Except as otherwise expressly provided herein, BUYER shall be responsible for processing any and all ACH returns, received subsequent to the Closing, directly through the appropriate Federal Reserve Bank. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.2(g) can be effected promptly. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.2(g) to the extent any such failure results from causes beyond SELLER's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process inclearings from the FRB or such clearinghouse. h. On or before (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement and no later than twenty (20) days prior to the Closing Date, notify all depositors of the Offices and all borrowers of any Purchased Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Purchased Loans hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's debit card and automatic teller machine services, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall deliver be borne by BUYER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER a list with respect to the provision of all “B” notices (TINs do not match) applicable notices, communications, and “C” notices (under reporting/IRS imposed withholding) issued by the Internal Revenue Service (“IRS”) filings relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) changes in the terms of any and all similar notices regarding such Deposit Accounts received from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled Purchased Loans as follows:set forth in this Agreement. (i) Any Withholding Obligations required SELLER will forward to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLERBUYER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within within two (2) business days of receipt, loan payments received by SELLER with respect to the Purchased Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of any the other when such notice customers present payments over the counter to the party not holding their respective loan. In addition, in the event that a particular guarantor or borrower is associated with a loan retained by SELLER and a Purchased Loan, BUYER and SELLER will work together to ensure loan payments received are applied appropriately to loans, whether Purchased Loans or loans retained by SELLER, SELLER shall notify BUYER and BUYER shall comply with the notification requirements;. (iiij) Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt The duties and obligations of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties parties in this section 7.2 shall be survive the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLERClosing.

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, SELLER unless another time is otherwise indicated: (a) Seller shall use reasonable its best efforts to cooperate with BUYER Purchaser in assuring an orderly transition of ownership of the Assets and responsibility for the Deposit Liabilities liabilities, including the Transferred Accounts, assumed by BUYER Purchaser hereunder. Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Transferred Accounts, with interest and service charges pro-rated to close of business on the Closing Date. Seller shall submit and file any required reports on IRS Form 1099 with respect to interest paid on Transferred Accounts through the Closing Date. Notwithstanding the limitations contained in 9.1(b), Seller shall, prior to issuing any notices to its customers or the general public regarding the transaction contemplated by this Agreement, obtain the prior written consent of Purchaser with respect to the content of such notices. Purchaser shall not contact Seller's customers until the earlier of (i) Seller's written consent, or (ii) receipt of all regulatory approvals and the passage of any waiting periods, and all conditions precedent to Purchaser's obligations hereunder have either been satisfied or waived in writing by Purchaser. b. (b) Prior to the Closing Date, the SELLER shall assist the BUYER in preparing the BUYER’s data processing system to receive the Deposit Liabilities, which assistance shall include, but shall not be limited to, the following: (i) As soon as practicable following the date of this Agreement and not later than June 30, 2008, the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On the Closing Date, SELLER shall deliver to the BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER Seller shall cooperate with BUYER Purchaser, at Purchaser's expense and at no expense to Seller, in making Office Transferred Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER Purchaser deems advisable; provided, however, that BUYER Purchaser shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Transferred Employees. Purchaser shall make request of Seller for training opportunities prior to the Closing Date, and shall reimburse Seller at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by Seller or operation such Transferred Employees in conjunction with the training. Such requests, which shall specify the time, duration and place of the Office. SELLER such training, must be approved by Seller. (c) Seller shall also cooperate with BUYER and its agents Purchaser, at no expense to facilitate Seller, to make provision for the installation of teller and other operating platform equipment in the OfficeBranch Office subject to approval by Seller; provided, provided however, that Purchaser shall arrange for the installation and placement of such installation shall be equipment at BUYER’s sole cost such times and expense and shall be planned so as in a manner that does not to significantly interfere significantly with SELLER’s the normal business activities, activities and provided further, that if this Agreement is terminated, operation of Seller or the removal Branch Office. (d) Seller shall resign as custodian of the equipment and the return of the Office to its previous condition shall be each IRA xxxount maintained at the expense Branch Office and assign the custodianship of the BUYERsuch accounts to Purchaser upon Closing subject to receipt of applicable customer consents and other and analyze such provisions of this Agreement. d. On or before the Closing Date, SELLER (e) Seller shall (i) resign terminate its ATM/debit card service effective as of the close of business on the business day preceding the Closing Date or such other date and time as Seller and Purchaser may agree. Such terminations will be preceded by the trustee notice described in Paragraph 9.1(b) herein. Seller shall have no obligation with respect to conversion or custodian, as applicable, of each XXX included in the Deposit Liabilities of which it is the trustee change over with respect to direct deposit or custodian, (ii) payroll and retirement payments service relating to the extent permitted by Transferred Accounts following the documentation governing each such XXX Closing and, further, Purchaser shall assume all responsibility and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations liability with respect thereto as of following the close of business on the Closing Date, and (iii) deliver to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable lawClosing. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantor, including but not limited to a beneficiary designation form to be completed by the applicable XXX grantor. If, pursuant to the terms of the documentation governing any such XXX or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to Seller will continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide redirect and/or pass through relevant ACH transactions on Transferred Accounts for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For a period of ninety two hundred ten (90210) days following the Closing Date, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. (f) As of the opening of business on the first business day after the Closing Date, SELLER Seller and Purchaser shall advise provide the appropriate Federal Reserve Bank of Cleveland that (the account number ranges of the routing transit number associated "FRB") with the Office should be reassigned to BUYER and shall further provide the all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments, instruments and other commercial paper related relative to the Deposit Transferred Accounts (hereinafter collectively referred to as "Paper Items"). Purchaser shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to Purchaser with the result that such Paper Items are presented to Seller, by not later than 3:00 p.m. local time on each business day following the Closing and continuing for two hundred ten (210) days after the Closing, Seller will make available to Purchaser for pick up from Seller's offices or the offices of Seller's agent and/or processor at 7600 Xxxx 00xx Xxxxxx, Xxxxxx, Xxxxxxxx xxx of the Paper Items which are received by Seller from the FRB and/or any regional or local clearinghouse during the morning of each such business day on an "as-received basis." At the same time Xxxxxx xxxll also make available to Purchaser information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by Seller for each of the Transferred Accounts. g. SELLER . Purchaser shall report from January 1, 2008, through initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of Purchaser within 30 days following the Closing Date. Each business day Seller will endeavor to see that the sum of (a) the actual Paper Items provided to Purchaser plus (b) all ACH items and ATM transactions captured by Seller in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by Seller relative to the Paper Items plus (d) the information and BUYER records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Transferred Accounts. Except as otherwise expressly provided herein, Seller shall report provide the foregoing at no charge to Purchaser for a period not to exceed thirty (30) days from the Closing Date through December 31except that Purchaser shall pay any charges assessed to Seller by the FRB, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged a national or local clearinghouse and/or Seller's agent and/or processor to the Deposit Accountsextent such assessments relate to the Transferred Accounts ("Costs"). Such reports Purchaser shall be made responsible for pick up of the data to be provided by Seller and shall compensate Seller for activity subsequent to the holders of Deposit Liabilities and to the applicable federal and state regulatory agencies. h. On or before the Closing Date, SELLER shall deliver to BUYER a list of all “B” notices (TINs do not match) and “C” notices (under reporting/IRS imposed withholding) issued by the Internal Revenue Service (“IRS”) relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER referenced 30 day period as follows: (i) $50.00 per day and Seller's Costs plus ten (10%) percent thereof for days 31 through 60; (ii) $50.00 per day and Seller's Costs plus fifteen (15%) percent thereof for days 61 through 120; and (iii) $50.00 per day and Seller's Costs plus twenty-five (25%) percent thereof for days 121 through 180. Any request for extension of the 180-day period shall be submitted in writing by Purchaser to Seller not later than 10 business days prior to the expiration of such 180-day period or any extensions thereof and shall be subject to approval by Seller at its sole discretion. Fees for activity subsequent to the 180 day period shall be as determined by Seller. Fees for activity subsequent to the initial 30-day period shall be assessed on a daily basis and included in the daily cash settlement. Except as otherwise expressly provided herein, Purchaser shall be responsible for processing any and all similar notices regarding ACH returns, received subsequent to the Closing, directly through the appropriate Federal Reserve Bank. Seller and Purchaser shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Paragraph 9.2(f) might be effected promptly. Seller shall not be liable to Purchaser for any failure to provide the data required by this Paragraph 9.2(f) to the extent any such Deposit Accounts received failure results from causes beyond Seller's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein Seller and/or its agent processor has been unable to process in clearings from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) FRB or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within two (2) days of receipt of any such notice by SELLER, SELLER shall notify BUYER and BUYER shall comply with the notification requirements; (iii) Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER.such

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, unless another time is otherwise indicated: (a) SELLER shall use reasonable its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities Liabilities, assumed by BUYER hereunder. SELLER shall provide final statements as of a date and time mutually agreed upon by SELLER and BUYER, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to close of business on the Closing Date. SELLER shall submit and file any required reports on IRS Form 1099 with respect to interest paid on Deposit Liabilities through the Closing Date. SELLER shall provide to BUYER information regarding interest collected on Purchased Loans during the calendar year in which the Closing Date occurs, up to and including the Closing Date. b. Prior (b) SELLER’s sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, the if any, shall be as set forth in this Section 7.2(b). Pursuant to a schedule mutually agreed upon by SELLER and BUYER, SELLER shall assist provide BUYER with applicable product functions and specifications relating to the BUYER in preparing the BUYER’s data processing system to receive support required for the Deposit LiabilitiesAccounts, which assistance Purchased Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained by VISION (such Deposit Accounts, Purchased Loans and safe deposit business, if applicable, hereinafter called the “Accounts”). SELLER shall includealso provide to BUYER or SELLER shall cause a third party to provide to BUYER file formats relating to the Accounts as mutually agreed by BUYER and SELLER. BUYER shall review and analyze such materials including, but shall not be limited to, the following:file formats, and shall advise SELLER in writing of any defects or concerns relating thereto within a reasonable time period following receipt thereof. (ic) As soon as practicable following the date of this Agreement and not later than June 30, 2008, the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On the Closing Date, SELLER shall deliver to the BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER shall cooperate with BUYER BUYER, at BUYER’s expense and at no expense to SELLER, in making Office Transferred Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER deems advisable; provided, however, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Employees or operation Transferred Employees. BUYER shall make request of the Office. SELLER shall also cooperate with BUYER and its agents for training opportunities prior to facilitate installation of teller and other operating equipment in the Office, provided that such installation shall be at BUYER’s sole cost and expense and shall be planned so as not to interfere significantly with SELLER’s normal business activities, and provided further, that if this Agreement is terminated, the removal of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYER. d. On or before the Closing Date, SELLER shall (i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX included in the Deposit Liabilities of which it is the trustee or custodian, (ii) to the extent permitted by the documentation governing each such XXX and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business on the Closing Date, and (iii) deliver shall reimburse SELLER at the Closing for any and all costs relating to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable law. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantortraining including, including but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by SELLER or such Transferred Employees in conjunction with the training. Such requests, which shall specify the time, duration and place of such training, must be approved by SELLER. (d) SELLER shall cooperate with BUYER, at no expense to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER, which shall not be unreasonably withheld; provided, however, that BUYER shall arrange for the installation and placement of such equipment at such times and in a beneficiary designation form manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each XXX account maintained at the Offices and assign the custodianship of such accounts to BUYER subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereof. (f) SELLER shall terminate its ATM/debit card service effective as of a date and time mutually agreed upon by BUYER and SELLER. Such terminations will be completed preceded by the applicable XXX grantornotice described in Section 7.1(b) herein. If, pursuant SELLER shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the terms of Deposit Accounts following the documentation governing Closing except that SELLER shall reasonably cooperate with BUYER to accomplish the same and to extent that BUYER incurs any such XXX or applicable law, (X) SELLER is not permitted costs relating to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAssame, BUYER shall perform reimburse SELLER for the services reasonable costs incurred by SELLER in connection thereto and carry out BUYER shall assume all responsibility and liability with respect thereto following the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulationsClosing. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to SELLER will continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn redirect and/or pass through relevant ACH transactions on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For for a period of ninety (90) days following the Closing DateDate or a date beyond ninety (90) days if mutually agreed by BUYER and SELLER. (g) On a date mutually agreed upon by BUYER and SELLER, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct shall provide the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. As of the opening of business on the Closing Date, SELLER shall advise the appropriate Federal Reserve Bank of Cleveland that (the account number ranges of the routing transit number associated “FRB”) with the Office should be reassigned to BUYER and shall further provide the all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments, instruments and other commercial paper related relative to the Deposit AccountsLiabilities and/or the Purchased Loans (hereinafter collectively referred to as “Paper Items”). BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, by not later than 3:00 p.m. local time on each business day following the Closing and continuing for ninety (90) days after the Closing unless such time period is extended by the mutual agreement of BUYER and SELLER, SELLER will make available to BUYER for pick up from SELLER’s offices or the offices of SELLER’s parent company, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse during the morning of each such business day on an “as-received basis. g. ” At the same xxxx XXXXXX shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items (“ACH items”) as well as outstanding Automatic Teller Machine (“ATM”) transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Purchased Loans. BUYER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER within a time period mutually agreed upon by BUYER and SELLER. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Purchased Loans. Except as otherwise expressly provided herein, SELLER shall report from January 1, 2008, through provide the Closing Date, and foregoing at no charge to BUYER shall report for a period not to exceed thirty (30) days from the Closing Date through December 31except that BUYER shall pay any charges assessed to SELLER by the FRB, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged a national or local clearinghouse and/or SELLER’s agent and/or processor to the extent such assessments relate to the Deposit Accounts. Such reports BUYER shall be made responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the holders referenced 30 day period as follows: $200.00 per day and $1.00 per item for days 31 through 60, and $300.00 per day and $1.50 per item for days 61 through 90. Any request for extension of Deposit Liabilities and the 90 day period shall be submitted in writing by BUYER to SELLER not later than 10 business days prior to the applicable federal expiration of such 90 day period or any extensions thereof and state regulatory agenciesshall be subject to approval by SELLER at its reasonable discretion. Fees for activity subsequent to the 90 day period shall be as determined by SELLER and BUYER. Fees for activity subsequent to the initial 30 day period shall be assessed on a daily basis and included in the daily cash settlement. Except as otherwise expressly provided herein, BUYER shall be responsible for processing any and all ACH returns, received subsequent to the Closing, directly through the appropriate Federal Reserve Bank. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.2(g) can be effected promptly. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.2(g) to the extent any such failure results from causes beyond SELLER’s control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process inclearings from the FRB or such clearinghouse. h. On or before (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement and no later than twenty (20) days prior to the Closing Date, notify all depositors of the Offices and all borrowers of any Purchased Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER’s pending assumption of the Deposit Liabilities and acquisition of the Purchased Loans hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER’s debit card and automatic teller machine services, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall deliver be borne by BUYER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER a list with respect to the provision of all “B” notices (TINs do not match) applicable notices, communications, and “C” notices (under reporting/IRS imposed withholding) issued by the Internal Revenue Service (“IRS”) filings relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) changes in the terms of any and all similar notices regarding such Deposit Accounts received from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled Purchased Loans as follows:set forth in this Agreement. (i) Any Withholding Obligations required SELLER will forward to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLERBUYER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within within two (2) business days of receipt, loan payments received by SELLER with respect to the Purchased Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of any the other when such notice customers present payments over the counter to the party not holding their respective loan. In addition, in the event that a particular guarantor or borrower is associated with a loan retained by SELLER and a Purchased Loan, BUYER and SELLER will work together to ensure loan payments received are applied appropriately to loans, whether Purchased Loans or loans retained by SELLER, SELLER shall notify BUYER and BUYER shall comply with the notification requirements;. (iiij) Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt The duties and obligations of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties parties in this section 7.2 shall be survive the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLERClosing.

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, unless ------------------------------- another time is otherwise indicated: (a) SELLER shall use reasonable its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities Liabilities, assumed by BUYER hereunder. b. Prior to . SELLER shall provide final statements as of the Closing Date, the SELLER shall assist the BUYER in preparing the BUYER’s data processing system to receive the conjunction with appropriate Deposit Liabilities, which assistance shall includewith interest and service charges prorated to the close of business on the Closing Date, but shall not be limited to, including the following:information required to produce the IRS reports pursuant to SECTION 7.1(A). -------------- (ib) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this SECTION 7.2(B). As soon as practicable following the date of this Agreement Agreement, -------------- SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts and safe deposit business, if applicable, collectively, the "ACCOUNTS"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3390 cartridges (non-compressed data). BUYER shall review and analyze such materials, including, but not limited to, the file formats and test tapes, and shall advise SELLER in writing of any defects or concerns relating thereto not later than June 30, 2008, the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information ten (including ACH10) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office;business days following receipt thereof. (iic) On or before June 30, 2008, an updated Compatible Data File; (iii) On the Closing Date, SELLER shall deliver to the BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER shall cooperate with BUYER BUYER, at BUYER's expense and at no expense to SELLER, in making Office Transferred Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER deems advisable; provided, however, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Transferred Employees. BUYER shall make request of SELLER for training opportunities prior to the Closing Date, and shall reimburse SELLER at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by SELLER or operation such Transferred Employees in conjunction with the training. Such requests, which shall specify the time, duration and place of the Office. such training, must be approved by SELLER. (d) SELLER shall also cooperate with BUYER and its agents BUYER, at no expense to facilitate SELLER, to make provision for the installation of teller and other operating platform equipment in the OfficeOffices subject to approval by SELLER; provided, provided however, that BUYER shall arrange for the installation and placement of such installation shall be equipment at BUYER’s sole cost such times and expense and shall be planned so as in a manner that does not to significantly interfere significantly with SELLER’s the normal business activities, activities and provided further, that if operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each IXX account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement is terminated, including the removal provisions of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYER.SECTION 8.11 hereof. ------------ d. On or before the Closing Date, (f) SELLER shall (i) resign terminate its ATM/debit card service effective as of the close of business on the business day preceding the Closing Date or such other date and time as SELLER and BUYER may agree. Such terminations will be preceded by the trustee notice described in SECTION 7.1(B) herein. SELLER shall have -------------- no obligation with respect to conversion or custodian, as applicable, of each XXX included in change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Liabilities of which it is Accounts following the trustee or custodian, (ii) to the extent permitted by the documentation governing each such XXX and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXXClosing, and BUYER hereby accepts each such trusteeship or custodianship under the terms shall assume all responsibility and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations liability with respect thereto as of following the close of business on the Closing Date, and (iii) deliver to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable lawClosing. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantor, including but not limited to a beneficiary designation form to be completed by the applicable XXX grantor. If, pursuant to the terms of the documentation governing any such XXX or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to will continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn redirect and/or pass through relevant ACH transactions on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For for a period of ninety (90) days following the Closing Date, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. (g) As of the opening of business on the first day after the Closing Date, SELLER and BUYER shall advise provide the appropriate Federal Reserve Bank of Cleveland that (the account number ranges of the routing transit number associated "FRB") with the Office should be reassigned to BUYER and shall further provide the all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments, instruments and other commercial paper related relative to the Deposit AccountsLiabilities (collectively, the "PAPER ITEMS"). In the event the FRB is unable to forward such Paper Items, the Paper Items received by SELLER from the FRB shall be made available for pickup by BUYER the next business day after such Paper Items are received. SELLER will continue to make the Paper Items available for pickup by BUYER for a period of one hundred eighty (180) days following the Closing Date. BUYER shall bear all charges and costs imposed by the FRB in connection with the reassignment of account number ranges for sorting the Paper Items. BUYER and SELLER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this SECTION 7.2(G) and all other transitional matters -------------- might be effected promptly. SELLER shall not be liable to BUYER for any failure to provide the data required by this SECTION 7.2(G) to the extent any such failure results -------------- from causes beyond SELLER's control, including, but not limited to, war, strike or other labor disputes, acts of God, errors or failures of the FRB and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process inclearings from the FRB or such clearinghouse; provided, however, if the data required by this SECTION 7.2(G) can not be provided as a result of -------------- causes beyond SELLER's control, BUYER may delay its performance of its obligations hereunder until such data is available. g. (h) SELLER shall report from January 1shall, 2008, through not earlier than the time of procurement of all regulatory approvals required for consummation of the Acquisition nor later than five (5) days prior to the Closing Date, notify all depositors of the Offices by letter, reasonably acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and BUYER shall report from specific information to the owners of particular types of accounts, of BUYER's pending assumption of the Deposit Liabilities hereunder, and, if applicable, BUYER's proposed closing and/or relocation of an Office, and, in appropriate instances, notify depositors that on and after the Closing Date through December 31certain SELLER deposit-related services and/or SELLER's debit card and automatic teller machine services, 2008will be terminated. The expenses of the printing, all interest credited to, interest premiums paid on, interest withheld from processing and early withdrawal penalties charged mailing of such letter notices shall be borne by SELLER. Anything to the Deposit Accounts. Such reports contrary herein notwithstanding, nothing in this Agreement shall be made deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the holders provision of applicable notices, communications and filings relating to changes in the terms of any Deposit Liabilities and to the applicable federal and state regulatory agenciesAccounts as set forth in this Agreement. h. On or before (i) For a period of sixty (60) days after the Closing Date, SELLER shall deliver will forward to BUYER a list of all “B” notices (TINs do not match) and “C” notices (under reporting/IRS imposed withholding) issued by the Internal Revenue Service (“IRS”) relating to such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) any and all similar notices regarding such Deposit Accounts received from the IRSBUYER, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within within two (2) business days of receipt receipt, payments received by SELLER with respect to the Overdraft Loans and the Overdrafts. BUYER will forward, within two (2) business days of receipt, payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such notice by SELLER, customers present payments over the counter to the party not holding their respective loan. (j) BUYER shall have the right to put back to SELLER any Overdraft transferred to BUYER pursuant to this Agreement in the event that BUYER is unable for any reason within thirty (30) days following the Closing Date to collect the full amount of the Overdraft. BUYER shall have the right to put back to SELLER any Overdraft Loan transferred to BUYER pursuant to this Agreement in the event that BUYER has received no payment from the borrower on such Overdraft Loan within thirty (30) days following the Closing Date. SELLER shall notify pay to BUYER within three (3) days of BUYER's tender of the Overdraft Loans and/or Overdrafts pursuant to this Section the amount outstanding thereon and BUYER shall comply with the notification requirements; (iii) Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the noticesuch payment shall transfer all of its right, providing title and interest in such penalty assessment resulted from Overdraft Loans and/or Overdrafts to SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER; and. (ivk) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt The duties and obligations of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties parties in this SECTION 7.2 shall be survive the responsibility of SELLERClosing.

Transitional Actions by SELLER. a. Prior to After the Closing DateClosing, SELLER unless another time is otherwise indicated: (a) Seller shall use reasonable its best efforts to cooperate with BUYER Purchaser in assuring an orderly transition of ownership of the Assets and responsibility for the Deposit Liabilities liabilities, including the Transferred Accounts, assumed by BUYER Purchaser hereunder. Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Transferred Accounts, with interest and service charges pro-rated to close of business on the Closing Date. Seller shall submit and file any required reports on IRS Form 1099 with respect to interest paid on Transferred Accounts through the Closing Date. Notwithstanding the limitations contained in 9.1(b), Seller shall, prior to issuing any notices to its customers or the general public regarding the transaction contemplated by this Agreement, obtain the prior written consent of Purchaser with respect to the content of such notices. Purchaser shall not contact Seller's customers until the earlier of (i) Seller's written consent, or (ii) receipt of all regulatory approvals and the passage of any waiting periods, and all conditions precedent to Purchaser's obligations hereunder have either been satisfied or waived in writing by Purchaser. b. (b) Prior to the Closing Date, the SELLER shall assist the BUYER in preparing the BUYER’s data processing system to receive the Deposit Liabilities, which assistance shall include, but shall not be limited to, the following: (i) As soon as practicable following the date of this Agreement and not later than June 30, 2008, the SELLER shall deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with data conversion relating to the Deposit Accounts in a flat file text file data file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or related in any manner to customers of the Office; (ii) On or before June 30, 2008, an updated Compatible Data File; (iii) On the Closing Date, SELLER shall deliver to the BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). c. Prior to the Closing Date, SELLER Seller shall cooperate with BUYER Purchaser, at Purchaser's expense and at no expense to Seller, in making Office Transferred Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER Purchaser deems advisable; provided, however, that BUYER Purchaser shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Office Transferred Employees. Purchaser shall make request of Seller for training opportunities prior to the Closing Date, and shall reimburse Seller at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by Seller or operation such Transferred Employees in conjunction with the training. Such requests, which shall specify the time, duration and place of the Office. SELLER such training, must be approved by Seller. (c) Seller shall also cooperate with BUYER and its agents Purchaser, at no expense to facilitate Seller, to make provision for the installation of teller and other operating platform equipment in the OfficeBranch Office subject to approval by Seller; provided, provided however, that Purchaser shall arrange for the installation and placement of such installation shall be equipment at BUYER’s sole cost such times and expense and shall be planned so as in a manner that does not to significantly interfere significantly with SELLER’s the normal business activities, activities and provided further, that if this Agreement is terminated, operation of Seller or the removal Branch Office. (d) Seller shall resign as custodian of the equipment and the return of the Office to its previous condition shall be each IRA xxxount maintained at the expense Branch Office and assign the custodianship of the BUYERsuch accounts to Purchaser upon Closing subject to receipt of applicable customer consents and other and analyze such provisions of this Agreement. d. On or before the Closing Date, SELLER (e) Seller shall (i) resign terminate its ATM/debit card service effective as of the close of business on the business day preceding the Closing Date or such other date and time as Seller and Purchaser may agree. Such terminations will be preceded by the trustee notice described in Paragraph 9.1(b) herein. Seller shall have no obligation with respect to conversion or custodian, as applicable, of each XXX included in the Deposit Liabilities of which it is the trustee change over with respect to direct deposit or custodian, (ii) payroll and retirement payments service relating to the extent permitted by Transferred Accounts following the documentation governing each such XXX Closing and, further, Purchaser shall assume all responsibility and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such XXX, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its XXX, and assumes all fiduciary and custodial obligations liability with respect thereto as of following the close of business on the Closing Date, and (iii) deliver to the XXX grantor of each such XXX such notice of the foregoing as is required by the documentation governing each such XXX or applicable lawClosing. BUYER shall be solely responsible for delivering its XXX documents to the applicable XXX grantor, including but not limited to a beneficiary designation form to be completed by the applicable XXX grantor. If, pursuant to the terms of the documentation governing any such XXX or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the XXX grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such XXX includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such XXX would result in a loss of qualification of such XXX under the Code or applicable IRS regulations, all deposits of SELLER held under such XXX shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the XXX account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to Seller will continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, SELLER shall provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the IRAs. e. Prior to the Closing Date, SELLER and BUYER will develop appropriate procedures, and arrangements to provide redirect and/or pass through relevant ACH transactions on Transferred Accounts for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be electronically redirected to BUYER. For a period of ninety two hundred ten (90210) days following the Closing Date, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the originators marked “Account Sold to Another DFI.” BUYER shall indemnify SELLER against any losses arising out of or related to any account overdrafts that may thereby be created. f. (f) As of the opening of business on the first business day after the Closing Date, SELLER Seller and Purchaser shall advise provide the appropriate Federal Reserve Bank of Cleveland that (the account number ranges of the routing transit number associated "FRB") with the Office should be reassigned to BUYER and shall further provide the all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments, instruments and other commercial paper related relative to the Deposit Transferred Accounts (hereinafter collectively referred to as "Paper Items"). Purchaser shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to Purchaser with the result that such Paper Items are presented to Seller, by not later than 3:00 p.m. local time on each business day following the Closing and continuing for two hundred ten (210) days after the Closing, Seller will make available to Purchaser for pick up from Seller's offices or the offices of Seller's agent and/or processor at 47 Wxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx xxx of the Paper Items which are received by Seller from the FRB and/or any regional or local clearinghouse during the morning of each such business day on an "as-received basis." At the same time Xxxxxx xxxll also make available to Purchaser information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by Seller for each of the Transferred Accounts. g. SELLER . Purchaser shall report from January 1, 2008, through initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of Purchaser within 30 days following the Closing Date. Each business day Seller will endeavor to see that the sum of (a) the actual Paper Items provided to Purchaser plus (b) all ACH items and ATM transactions captured by Seller in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by Seller relative to the Paper Items plus (d) the information and BUYER records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Transferred Accounts. Except as otherwise expressly provided herein, Seller shall report provide the foregoing at no charge to Purchaser for a period not to exceed thirty (30) days from the Closing Date through December 31except that Purchaser shall pay any charges assessed to Seller by the FRB, 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged a national or local clearinghouse and/or Seller's agent and/or processor to the Deposit Accounts. Such reports shall be made to the holders of Deposit Liabilities and to the applicable federal and state regulatory agencies. h. On or before the Closing Date, SELLER shall deliver to BUYER a list of all “B” notices (TINs do not match) and “C” notices (under reporting/IRS imposed withholding) issued by the Internal Revenue Service (“IRS”) relating to extent such Deposit Accounts. SELLER shall immediately deliver to BUYER (i) any and all similar notices regarding such Deposit Accounts received from the IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by any governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted to the appropriate governmental agency on or prior to the Closing Date will be withheld and remitted by SELLER, and any other sums withheld by SELLER pursuant to Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and remitted by BUYER. Within two (2) days of receipt of any such notice by SELLER, SELLER shall notify BUYER and BUYER shall comply with the notification requirements; (iii) Any penalties described on “B” notices from the IRS or any similar penalties which assessments relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER; and (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, including, without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall be the responsibility of SELLER.Transferred