Common use of Undertakings of the Parties Clause in Contracts

Undertakings of the Parties. NCBE and White County further agree as follows: (a) This Agreement and the Merger Agreement shall be submitted to the Stockholders of White County for approval and adoption at a special meeting of Stockholders to be called and held in accordance with law and the Articles of Incorporation and Bylaws of White County. (b) NCBE and White County will cooperate in the preparation by NCBE of the application to the Board of Governors of the Federal Reserve System (the "Board") under the appropriate provisions of Section 3 of the Bank Holding Company Act of 1956, as amended, and to any other state or federal regulatory agency which may be required to facilitate the Merger. NCBE and White County will cooperate in the preparation of proxy and registration statements under the federal and state securities laws so as to facilitate the exchange of shares as contemplated by this Agreement and the Merger Agreement. (c) Each party will assume and pay all of its fees and expenses incurred by it incident to the negotiation, preparation and execution of this Agreement, obtaining of the requisite regulatory and shareholder consents and approvals and all other acts incidental to, contemplated by or in pursuance of this Agreement. NCBE shall promptly prepare and file at no expense to White County: (i) any and all required regulatory applications necessary in connection with the transactions contemplated by this Agreement; and (ii) an S-4 Registration Statement to be filed with the Securities and Exchange Commission to register the shares of NCBE Common Stock to be issued in connection with the transactions contemplated by this Agreement. Such registration statement will not cover resale's by any persons who may be considered "underwriters" under Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"). NCBE will also take any action required to be taken under any applicable state securities or "Blue Sky" laws in connection with the Merger. (d) All information furnished by one party to another party in connection with this Agreement and the transactions contemplated hereby will be kept confidential by such other party and will be used only in connection with this Agreement and the transactions contemplated hereby, except to the extent that such information: (i) is already known to such other party when received; (ii) thereafter becomes lawfully obtainable from other sources; or (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Board, or any other governmental agency or authority. In the event that this Agreement is terminated, each party will return to the other party or destroy any documents received by it from the other party that contain any such confidential information. (e) After (i) receipt of the Board's prior approval of NCBE's acquisition of White County; (ii) the approval of the Stockholders of White County; and (iii) the regulatory waiting period(s) have expired, NCBE shall designate the date as of which NCBE desires the Merger to become effective and the time the Merger shall become effective shall occur at the time and on the date so designated. However, any date so specified shall not be later than either (a) the first of the month immediately following the month in which the last of the events described above (i-iii) occurs if said event occurs before the twenty-first day of such month or (b) the first day of the second month immediately following such month if the last of the events described above occurs after the twentieth day of such month. (f) Subject to the terms and conditions of this Agreement, NCBE and White County each agree that, subject to applicable laws and to the fiduciary duties of its Directors, each will promptly take or cause to be taken all action, and promptly do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and other transactions contemplated by this Agreement. (g) As soon as practicable following the time the Merger shall become effective, employees of White County shall be entitled to participate in all employee benefit plans of NCBE. For purposes of eligibility and vesting in the NCBE Employees' Savings and Profit Sharing Plan, employees of White County will be given credit for their years of service as employees of White County. For purposes of the NCBE Employees' Plan for Pensions will be subject to all eligibility and vesting provisions of such plan, including years of service, without credit for service as an employee of White County. (h) White County shall, prior to the time the Merger shall become effective, take such actions as shall be necessary or desirable to cause the White County Employee Stock Ownership Plan (the "ESOP") to be terminated at or after the effective date of Merger. (i) NCBE undertakes to cause, immediately after the effective date of the Merger, the continuance as Directors of White County, all those persons serving as Directors immediately prior to the effective time of the Merger, plus one additional person to be named by NCBE will be added to the Board of Directors of White County. (j) NCBE will maintain "current public information" within the meaning of Rule 144 for three (3) years following the effective date.

Undertakings of the Parties. NCBE 2.1 The Parties shall engage in Projects as further set forth herein and White County further agree as follows: (a) This neither Party shall pursue any R&D projects past the DI Milestone criteria that are relevant to the Licensed Products or the Technology in the Field other than under the provisions set forth in this R&D Agreement and Section 2.7 of the Merger Agreement License Agreement. All Projects shall be submitted included in a Project List (Exhibit 1), which shall be approved, monitored and updated from time to time by the R&D Steering Committee and shall be subject to Section 2.7 of the License Agreement. 454 and FHLR will exercise due care to perform the research and development work for Projects, as set forth in the relevant Project Description (Exhibit 2), and the agreed upon Project Plan, based on the know-how of both Parties. 2.2 Prior to carrying out any Projects (and latest at the DI milestone according to Exhibit 6 requirements in the License Agreement), RDG and 454 will via the R&D Steering Committee agree on the general objectives and product specifications of such Project in a written Project Description which shall be approved by the Joint Steering Committee and attached to this Agreement in Exhibit 2 and amended from time to time by mutual agreement of the Joint Steering Committee. Each Project Description shall, in particular, include the following: • proposed specification of the products that shall be developed; • timeline, resource and budget requirements; • required funding and proposed resource and budget allocation. Preference will be given to utilizing 454 employees; • the qualification and/or names of certain persons to be deployed by 454/FHLR or its Affiliates in the performance of the respective Project, qualification and/or name of 454’s Project Leader for the respective Project and the name of the Project Leader at FHLR or its Affiliates (hereinafter referred to as the “Project Team”). The Projects will be conducted according to and in conformance with FHLR’s Design Control Guideline (Exhibit 6 of the License Agreement). Any products resulting from the Projects will be referenced on Exhibits 2 and 5 of the License Agreement as required pursuant to the Stockholders of White County for approval and adoption at a special meeting of Stockholders to be called and held in accordance with law and the Articles of Incorporation and Bylaws of White County. (b) NCBE and White County will cooperate in the preparation by NCBE of the application to the Board of Governors of the Federal Reserve System (the "Board") under the appropriate provisions of Section 3 2.7 of the Bank Holding Company Act License Agreement. For each Project, a specific and detailed Project Plan shall be developed. Such document shall be issued by the R&D Steering Committee. 2.3 Activities in support of 1956any Project, as amendedset forth in the relevant Project Plan, will be carried out by each Party under its own responsibility and in compliance with all laws and regulations, government and authority orders and FHLR’s Design Control Guidelines. Each Party will ensure that all persons involved in carrying out Projects are sufficiently qualified and reliable. 454’s Project Leader will be reasonably available to employees of FHLR or its Affiliates for explaining the status quo of the Projects and actions that have to be done and have already been done. 2.4 At the DO milestone of every Project the R&D Steering Committee will present a final report containing a scientifically utilizable description of the research and development activity, including the results of such Project, and any Sole Inventions and Joint Inventions resulting from such Project, to any the Joint Steering Committee. 2.5 454 and FHLR recognize the importance of co-operating and communicating with each other state or federal regulatory agency which may be required to facilitate the Merger. NCBE and White County will cooperate in the preparation course of proxy conducting the Projects, for which purpose the Parties will form an R&D Steering Committee, consisting of three members of 454 and registration statements under the federal and state securities laws so as to facilitate the exchange three members of shares as contemplated by this Agreement and the Merger Agreement. (c) Each party will assume and pay all of its fees and expenses incurred by it incident to the negotiation, preparation and execution of this Agreement, obtaining RDG. The R&D Steering Committee shall be a subcommittee of the requisite regulatory Joint Steering Committee. Either Party may change its members at any time, and shareholder consents and approvals and all shall inform the other acts incidental toParty should this occur. Said R&D Steering Committee shall meet at regular intervals at the request of RDG but at least four times per year. Sections 8.3 (e), contemplated by or in pursuance of this Agreement. NCBE shall promptly prepare and file at no expense to White County: (if), (g) any and all required regulatory applications necessary in connection with the transactions contemplated by this Agreement; and (ii) an S-4 Registration Statement to be filed with the Securities and Exchange Commission to register the shares of NCBE Common Stock to be issued in connection with the transactions contemplated by this Agreement. Such registration statement will not cover resale's by any persons who may be considered "underwriters" under Rule 145(ch) of the Securities Act of 1933, as amended (License Agreement shall apply also to the "1933 Act"). NCBE will also take any action required to be taken under any applicable state securities or "Blue Sky" laws in connection with the MergerR&D Steering Committee. (d) All information furnished 2.6 The R&D Steering Committee shall in particular have the following tasks and responsibilities: • provide at each Joint Steering Committee meeting an updated Project List including major objectives, prioritization, budget, resource and funding requirements by one party to another party in connection with this Agreement and the transactions contemplated hereby will be kept confidential by such other party and will be used only in connection with this Agreement and the transactions contemplated hereby, except Project; • propose to the extent that such information: (i) is already known Joint Steering Committee specific Projects with proposed Project Descriptions which shall be added to such other party when received; (ii) thereafter becomes lawfully obtainable from other sources; or (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Board, or any other governmental agency or authority. In the event that this Agreement is terminated, each party will return to the other party or destroy any documents received by it from the other party that contain any such confidential information. (e) After (i) receipt of the Board's prior approval of NCBE's acquisition of White County; (ii) Exhibit 2 hereof following the approval of the Stockholders Joint Steering Committee. Following such approval by the Joint Steering Committee the R&D Steering Committee shall agree on the detailed Project Plans for each approved Project; • with respect to Licensed Products and Proposed Licensed Products, propose Specifications and updates of White Countythe Specifications for Exhibits 3 and 8 of the License Agreement for approval by the Joint Steering Committee; • coordinate and monitor the performance of each Project and propose corrective actions to the Joint Steering Committee in the event of a delay or other deviations from the Project Plan; • review and update Project Plans according to FHLR’s Design Control Guidelines and propose any deviations from agreed Project Plans to the Joint Steering Committee for its approval; • propose to the Joint Steering Committee the termination of Projects in the event the R&D Steering Committee is of the opinion that they are not feasible any more; • propose to the Joint Steering Committee decisions on the scope and nature of the Parties’ funding for any Application R&D Projects; • review and monitor proposed collaborative research plans with 454 strategic partners listed in Exhibit 4 of the License Agreement, and as included on the Project List; and (iii) the regulatory waiting period(s) have expired, NCBE shall designate the date as of which NCBE desires the Merger • perform any other tasks reasonably required to become effective ensure successful monitoring and the time the Merger shall become effective shall occur at the time and on the date so designated. However, any date so specified shall not be later than either (a) the first efficiency of the month immediately following R&D collaboration between the month in which Parties. 2.7 During the last term of this R&D Agreement, neither Party shall co-operate with Third Parties (except those Third Parties as listed on Exhibit 4 of the events described above (i-iii) occurs if said event occurs before the twenty-first day of such month or (b) the first day of the second month immediately following such month if the last of the events described above occurs after the twentieth day of such month. (f) Subject to the terms and conditions of this License Agreement, NCBE and White County each agree that, subject with respect to applicable laws and to which 454 may conduct the fiduciary duties of its Directors, each will promptly take or cause to be taken all action, and promptly do or cause to be done all things necessary, proper or advisable relevant collaborative research projects) in any project competitive with a Project conducted under applicable laws and regulations to consummate and make effective this R&D Agreement without the Merger and other transactions contemplated by this AgreementParty’s prior written consent. (g) As soon as practicable following the time the Merger shall become effective, employees of White County shall be entitled to participate in all employee benefit plans of NCBE. For purposes of eligibility and vesting in the NCBE Employees' Savings and Profit Sharing Plan, employees of White County will be given credit for their years of service as employees of White County. For purposes of the NCBE Employees' Plan for Pensions will be subject to all eligibility and vesting provisions of such plan, including years of service, without credit for service as an employee of White County. (h) White County shall, prior to the time the Merger shall become effective, take such actions as shall be necessary or desirable to cause the White County Employee Stock Ownership Plan (the "ESOP") to be terminated at or after the effective date of Merger. (i) NCBE undertakes to cause, immediately after the effective date of the Merger, the continuance as Directors of White County, all those persons serving as Directors immediately prior to the effective time of the Merger, plus one additional person to be named by NCBE will be added to the Board of Directors of White County. (j) NCBE will maintain "current public information" within the meaning of Rule 144 for three (3) years following the effective date.

Undertakings of the Parties. NCBE Wxxxx and White County CVB further agree as follows: (a) This Agreement and the Merger Agreement shall be submitted to the Stockholders shareholders of White County CVB and, if required by law, Wxxxx for approval and adoption at a special meeting of Stockholders separate meetings to be called and held in accordance with law and the Articles of Incorporation and Bylaws Code of White CountyRegulations of CVB and Wxxxx. (b) NCBE Wxxxx and White County CVB will cooperate in the preparation by NCBE Wxxxx of the application to the Board of Governors of the Federal Reserve System (the "Board") under the appropriate provisions of Section 3 of the Bank Holding Company Act of 1956, as amended, and to any other state or federal regulatory agency which may be required to facilitate the Merger. NCBE Wxxxx will file such applications within seventy-five (75) days after the date of this Merger Agreement and White County shall forward a copy of such applications to CVB and its counsel upon filing. Wxxxx and CVB will cooperate in the preparation of proxy and registration statements under the federal and state securities laws so as to facilitate the exchange of shares as contemplated by this Agreement and the Merger Agreement. (c) Each party will assume and pay all of its fees and expenses incurred by it incident to the negotiation, preparation and execution of this Agreement, obtaining of the requisite regulatory and shareholder consents and approvals and all other acts incidental to, contemplated by or in pursuance of this Agreement. NCBE Wxxxx shall promptly prepare and file at no expense to White CountyCVB: (i) any and all required regulatory applications necessary in connection with the transactions contemplated by this Agreement; and (ii) an S-4 Registration Statement to be filed with the Securities and Exchange Commission to register the shares of NCBE Wxxxx Common Stock to be issued in connection with the transactions contemplated by this Agreement. Such registration statement will not cover resale's resales by any persons who may be considered "underwriters" under Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"). NCBE Wxxxx will also take any action required to be taken under any applicable state securities or "Blue Sky" laws in connection with the Merger. Wxxxx will provide CVB and it counsel with a copy of the S-4 Registration Statement for review and comment prior to filing with the Securities and Exchange Commission. (d) All information furnished by one party to another party in connection with this Merger Agreement and the transactions contemplated hereby will be kept confidential by such other party and will be used only in connection with this Merger Agreement and the transactions contemplated hereby, except to the extent that such information: (i) is already known to such other party when received; (ii) thereafter becomes lawfully obtainable from other sources; or (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Board, or any other governmental agency or authorityauthority (except under a claim of confidentiality). In the event that this the Merger Agreement is terminated, all such information shall be promptly returned by each party will return to the other party or destroy any documents received by it from the other party that contain any such confidential informationbe destroyed. (e) After (i) receipt of the Board's prior approval of NCBE's acquisition of White County; (ii) the approval of the Stockholders of White County; and (iii) the regulatory waiting period(s) have expired, NCBE shall designate the date as of which NCBE desires the Merger to become effective and the time the Merger shall become effective shall occur at the time and on the date so designated. However, any date so specified shall not be later than either (a) the first of the month immediately following the month in which the last of the events described above (i-iii) occurs if said event occurs before the twenty-first day of such month or (b) the first day of the second month immediately following such month if the last of the events described above occurs after the twentieth day of such month. (f) Subject to the terms and conditions of this Agreement, NCBE and White County each agree that, subject to applicable laws and to the fiduciary duties of its Directors, each will promptly take or cause to be taken all action, and promptly do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and other transactions contemplated by this Agreement. (g) As soon as practicable following the time the Merger shall become effective, employees of White County shall be entitled to participate in all employee benefit plans of NCBE. For purposes of eligibility and vesting in the NCBE Employees' Savings and Profit Sharing Plan, employees of White County will be given credit for their years of service as employees of White County. For purposes of the NCBE Employees' Plan for Pensions will be subject to all eligibility and vesting provisions of such plan, including years of service, without credit for service as an employee of White County. (h) White County shall, prior to the time the Merger shall become effective, take such actions as shall be necessary or desirable to cause the White County Employee Stock Ownership Plan (the "ESOP") to be terminated at or after the effective date of Merger. (i) NCBE undertakes to cause, immediately after the effective date of the Merger, the continuance as Directors of White County, all those persons serving as Directors immediately prior to the effective time of the Merger, plus one additional person to be named by NCBE will be added to the Board of Directors of White County. (j) NCBE will maintain "current public information" within the meaning of Rule 144 for three (3) years following the effective date.

Undertakings of the Parties. NCBE LIBERTY, BANC ONE OKLAHOMA and White County BANC ONE further agree as follows: (a) This Agreement and the Merger Agreement shall be submitted to the Stockholders shareholders of White County LIBERTY for approval and adoption at a special meeting of Stockholders to be called and held in accordance with applicable law and the Articles Certificate of Incorporation and Bylaws By-laws of White CountyLIBERTY. Such shareholders' meeting will be scheduled to be held approximately 30 days following the mailing by LIBERTY of its proxy statement to its shareholders, which mailing will promptly follow the effective date of the registration statement to be filed by BANC ONE with the Securities and Exchange Commission (the "SEC") as provided in Section 10(d). LIBERTY and BANC ONE will cooperate with each other in order to facilitate the preparation, filing and clearance of the registration statement and the proxy statement under federal and state securities laws to be used with respect to such shareholders' meeting and the exchange of shares as contemplated by this Merger Agreement. (b) NCBE BANC ONE will promptly prepare and White County will cooperate file an application (believed in the preparation good faith by NCBE of the application BANC ONE to be substantially complete in form and substance) with the Board of Governors of the Federal Reserve System (the "Board") under the appropriate provisions of Section 3 of the Bank Holding Company Act of 1956, as amended, and, if necessary, to the Oklahoma State Banking Board (the "Oklahoma Board") for prior approval of the Merger and/or the proposed acquisition of LIBERTY and/or one or more of the Subsidiaries by BANC ONE. LIBERTY will furnish BANC ONE such information, appropriate representations and documents as may be reasonably requested by BANC ONE in connection therewith and will cooperate with BANC ONE in the procurement of requisite corporate and regulatory approvals to effect the Merger. BANC ONE will provide LIBERTY and its counsel with reasonable opportunity to comment on the applications which it proposes to file in connection with such regulatory approvals and will give due consideration to any comments of LIBERTY and its counsel before making such filings. BANC ONE will use its reasonable best efforts to cause such applications to be approved by the Board and, if required, the Oklahoma Board and to any obtain such other state or federal regulatory agency which consents and approvals as may be required necessary to facilitate the Merger. NCBE , in each case as soon as possible, and White County will cooperate in promptly provide LIBERTY with copies of all such applications together with correspondence to or from the preparation of proxy and registration statements under the federal and state securities laws so as to facilitate the exchange of shares as contemplated by this Agreement Board and the Merger AgreementOklahoma Board related thereto. (c) Each party will assume and pay all of its fees and expenses incurred by it incident The Effective Time shall occur, subject to the negotiation, preparation and execution Section 26 of this Merger Agreement, obtaining at such time as shall be designated by BANC ONE which shall be a date not later than the latter of the requisite regulatory first or last Business Day of a month next following the latter of (A) receipt of all approvals of the Board and shareholder consents the Oklahoma Board and approvals the expiration of any required waiting periods with respect thereto and all (B) approval of the Merger by the shareholders of LIBERTY; provided, however, the Effective Time may be such other acts incidental to, contemplated day as shall be agreed to by or in pursuance of this Agreement. NCBE shall BANC ONE and LIBERTY. (d) BANC ONE will promptly prepare and file at no expense to White County: (i) any and all required regulatory applications necessary in connection with the transactions SEC and use its reasonable best efforts to cause to become effective as soon as possible, a registration statement, including the related prospectus and proxy statement referred to in Section 10(a) above (the "Proxy Statement"), and any required amendments thereto or supplements to any prospectus contained therein, relating to the exchange of BANC ONE Common contemplated by this Merger Agreement; . BANC ONE will provide LIBERTY and (ii) an S-4 Registration Statement its counsel a reasonable opportunity to be filed with the Securities comment on such proposed filings and Exchange Commission will give due consideration to register the shares any comments of NCBE Common Stock to be issued in connection with the transactions contemplated by this AgreementLIBERTY and its counsel before making any such filings. Such registration statement will not cover resale's resales by any persons who may be considered "underwriters" under Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"). NCBE will also take any action required BANC ONE shall use its reasonable best efforts to be taken have the shares of BANC ONE Common qualified or exempted from qualification under any all applicable state securities laws as soon as possible. In the event that a stop order has been issued, or "Blue Sky" laws threatened, by the SEC, that suspends or would suspend the effectiveness of the registration statement, BANC ONE shall use its reasonable best efforts to promptly remove, or cause not to be issued, any such stop order. (e) BANC ONE and/or BANC ONE OKLAHOMA will assume and pay all expenses incident to the obtaining of the requisite regulatory consents and approvals. Without limiting the generality of the foregoing, the expenses to be assumed and paid by BANC ONE shall include (i) all legal and other expenses and taxes incurred by BANC ONE incident to the consummation of the Merger contemplated by this Merger Agreement, (ii) all legal and other expenses incurred by BANC ONE incident to the preparation and filing of the applications to the Board, the Oklahoma Board and other requests for regulatory consents and approvals with the appropriate bank regulatory agencies as set forth in or contemplated by this Merger Agreement and (iii) all legal and other expenses, if any, incurred in connection with the registration and qualification of BANC ONE Common under federal and state securities laws. The expenses to be assumed and paid by BANC ONE and/or BANC ONE OKLAHOMA shall not include any legal, accounting or other expenses incurred by LIBERTY in the negotiation of the Merger, associated with the Proxy Statement, the examination or review of documents for its own benefit, in connection with its own corporate proceedings or with respect to any investment banker or advisor for services rendered on its behalf, all of which will be assumed and paid by LIBERTY. BANC ONE will pay the expenses of reproducing the Proxy Statement. (df) All information furnished by one party or on behalf of LIBERTY to another party BANC ONE or any of its representatives in connection with this Merger Agreement (whether before or after the date of this Merger Agreement) will be kept confidential by BANC ONE in accordance with the terms of that certain agreement dated December 23, 1996 (the "Confidentiality Agreement") between BANC ONE and LIBERTY. All information furnished by BANC ONE and BANC ONE OKLAHOMA to LIBERTY (whether before or after the date of this Merger Agreement) and the transactions contemplated hereby which is regarded by BANC ONE as confidential (and is so designated not later than the time of delivery or the date of this Merger Agreement) will be kept confidential by such other party LIBERTY and will be used by LIBERTY and its directors, officers, employees and representatives of its advisors only in connection with this Merger Agreement and the transactions contemplated hereby, except to the extent that such information: information (i) is already known to such other party LIBERTY when received; , (ii) thereafter becomes lawfully obtainable from other sources; , otherwise than in violation of this paragraph or similar duties or provisions regarding confidentiality, or (iii) is is, in the reasonable opinion of legal counsel for LIBERTY, required to be disclosed in any document filed with the Securities and Exchange CommissionSEC, the Board, the Oklahoma Board or any other governmental agency or authority. In the event that this Agreement is terminated, each party will return to the other party or destroy any documents received by it from the other party that contain any such confidential information. (e) After (i) receipt of the Board's prior approval of NCBE's acquisition of White County; (ii) the approval of the Stockholders of White County; and (iii) the regulatory waiting period(s) have expired, NCBE shall designate the date as of which NCBE desires the Merger to become effective and the time the Merger shall become effective shall occur at the time and on the date so designated. However, any date so specified shall not be later than either (a) the first of the month immediately following the month in which the last of the events described above (i-iii) occurs if said event occurs before the twenty-first day of such month or (b) the first day of the second month immediately following such month if the last of the events described above occurs after the twentieth day of such month. (f) Subject to the terms and conditions of this Agreement, NCBE and White County each agree that, subject to applicable laws and to the fiduciary duties of its Directors, each will promptly take or cause to be taken all action, and promptly do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and other transactions contemplated by this Agreement. (g) As soon BANC ONE will provide LIBERTY with copies of all filings made by BANC ONE with the SEC under the Securities Exchange Act of 1934, as practicable following amended (the "1934 Act"), and the 1933 Act and the respective rules and regulations of the SEC thereunder at the time such filings are made at any time prior to the Merger shall become effective, employees of White County shall be entitled to participate in all employee benefit plans of NCBE. For purposes of eligibility and vesting in the NCBE Employees' Savings and Profit Sharing Plan, employees of White County will be given credit for their years of service as employees of White County. For purposes of the NCBE Employees' Plan for Pensions will be subject to all eligibility and vesting provisions of such plan, including years of service, without credit for service as an employee of White CountyEffective Time. (h) White County shallBANC ONE and BANC ONE OKLAHOMA will furnish to LIBERTY all information concerning BANC ONE and BANC ONE OKLAHOMA reasonably required by LIBERTY in connection with the preparation of proxy solicitation materials for use in soliciting proxies in connection with the meeting of LIBERTY's shareholders called for the purpose of voting on the Merger and will promptly advise LIBERTY if BANC ONE determines that any of such information is or becomes false or misleading in any material respect. LIBERTY will furnish to BANC ONE all information concerning LIBERTY and the Subsidiaries reasonably required by BANC ONE in connection with BANC ONE's preparation of the registration statement (including the related prospectus) and any required amendments or supplements thereto, prior or in connection with other filings by BANC ONE relating to the time the Merger shall become effective, take registration of its shares and will promptly advise BANC ONE if LIBERTY determines that any such actions as shall be necessary information is or desirable to cause the White County Employee Stock Ownership Plan (the "ESOP") to be terminated at becomes false or after the effective date of Mergermisleading in any material respect. (i) NCBE undertakes No press release or other public disclosure of matters related to causethis Merger Agreement or any of the transactions contemplated hereby shall be made by LIBERTY or BANC ONE unless the other party shall have provided its prior consent to the form and substance thereof; provided, however, that nothing herein shall be deemed to prohibit any party hereto from making any disclosure which its counsel deems necessary or advisable in order to fulfill such party's disclosure obligations imposed by law. (j) Prior to the Effective Time, BANC ONE will vote all the shares of BANC ONE OKLAHOMA to approve and adopt the proposal to merge LIBERTY with BANC ONE OKLAHOMA at a meeting of the shareholders of BANC ONE OKLAHOMA held for such purpose or by means of a unanimous written consent of BANC ONE OKLAHOMA shareholders adopted in lieu of a meeting to approve the Merger and approve this Merger Agreement. (k) For not less than the three-year period immediately after following the effective Effective Time, BANC ONE shall make available adequate current public information about itself as that terminology is used in and as required by Rule 144(c) of the SEC under the 1933 Act. (l) LIBERTY will use its reasonable best efforts to cause each person who, in the joint opinion of counsel for BANC ONE and LIBERTY, is at the Effective Time or was, at the time of LIBERTY's shareholders' meeting referred to in Section 10 hereof, an "affiliate" of LIBERTY (as that term is used in Rules 144 and 145 promulgated by the SEC under the 1933 Act), to execute and deliver to BANC ONE the written undertakings in the form attached hereto as EXHIBIT B. (m) BANC ONE will initiate a pre-acquisition investigation and review of the books, credit files, records and facilities of LIBERTY and its Subsidiaries and will complete such pre-acquisition investigation as soon as reasonably possible but, in no event, within not more than 60 days following the date of this Merger Agreement. BANC ONE shall advise LIBERTY at the Merger, the continuance as Directors conclusion of White County, such pre-acquisition investigation of all those persons serving as Directors immediately prior matters then known to the effective time BANC ONE which BANC ONE shall in good faith determine to be either (i) inconsistent in any material and adverse respect with any of the Mergerrepresentations and warranties of LIBERTY contained in this Merger Agreement or (ii), plus one additional person to be named by NCBE will be added to in the reasonable judgment of the Board of Directors of White CountyBANC ONE, to be either (x) of such significance as to materially and adversely affect the financial condition or the results of operations of LIBERTY and the Subsidiaries on a consolidated basis or (y) deviate materially and adversely from LIBERTY's financial statements for the nine months ended September 30, 1996. BANC ONE shall have the right to terminate this Merger Agreement as set forth in Section 26(c). (jn) NCBE LIBERTY will maintain "current public information" initiate a pre-acquisition investigation and review of the books, credit files, records and facilities of BANC ONE and its subsidiaries and will complete such pre-acquisition investigation as soon as reasonably possible but, in no event, within the meaning of Rule 144 for three (3) years not more than 10 business days following the date of this Merger Agreement. LIBERTY shall advise BANC ONE at the conclusion of such pre-acquisition investigation of all matters then known to LIBERTY which LIBERTY shall in good faith determine to be either (i) inconsistent in any material and adverse respect with any of the representations and warranties of BANC ONE or BANC ONE OKLAHOMA contained in this Merger Agreement or (ii) in the reasonable judgment of the Board of Directors of LIBERTY, to be either (x) of such significance as to materially and adversely affect the financial condition or the results of operations of BANC ONE and its subsidiaries on a consolidated basis or (y) deviate materially and adversely from BANC ONE's financial statements for the nine months ended September 30, 1996. LIBERTY shall have the right to terminate this Merger Agreement as set forth in Section 26(d). (o) In addition to BANC ONE's pre-acquisition investigation of LIBERTY and LIBERTY's pre-acquisition investigation of BANC ONE, BANC ONE and LIBERTY shall each provide the other with adequate opportunity to conduct such further reviews and examinations of the business, properties and conditions (financial and otherwise) of the other as BANC ONE and LIBERTY, respectively, shall deem prudent, provided that such investigations shall not interfere unreasonably with the normal operations of the party being reviewed. (p) BANC ONE will use its reasonable best efforts to cause the shares of BANC ONE Common to be issued to the shareholders of LIBERTY pursuant to this Merger Agreement to be listed on the NYSE as of the Effective Time. (q) Prior to the Effective Time, BANC ONE will file with the SEC and use its reasonable best efforts to cause to become effective datenot later than the Effective Time, a registration statement on Form S-8 or other appropriate form to register with the SEC the shares of BANC ONE Common which may be issued to individuals upon the exercise of stock options and/or other stock-related benefits assumed by BANC ONE pursuant to this Merger Agreement and/or the Benefits Agreement and will use its reasonable best efforts to cause such registration statement to remain in effect until the exercise or expiration of all such options and/or other stock-related benefits. BANC ONE shall use its reasonable best efforts to have the shares of BANC ONE Common which may be issued upon the exercise of such options qualified or exempted from qualification from all applicable state securities laws.