BETWEEN

EXHIBIT 10(d)

ASSET PURCHASE AND SALE AGREEMENT

EAST NEW YORK BRANCH OFFICE

DATED AS OF FEBRUARY 27, 2001

BETWEEN

XXXXXX FEDERAL SAVINGS BANK

AND

CITY NATIONAL BANK OF NEW JERSEY

TABLE OF CONTENTS PAGE NUMBER

ARTICLE I DEFINITIONS................................................................................. 1
1.1. "ACH Accounts"................................................................................. 1
1.2. "ACH Items".................................................................................... 1
1.3. "Additional Contract".......................................................................... 1
1.4. "Affiliates"................................................................................... 1
1.5. "Assumed Liabilities".......................................................................... 1
1.6. "Assets"....................................................................................... 1
1.7. (a) "Benefit Plans" .......................................................................... 1
1.7 (b) "BIF" ..................................................................................... 1
1.8. "Book Value Schedule".......................................................................... 1
1.9. "Branch Account"............................................................................... 1
1.10. "Branch Account Report"........................................................................ 1
1.11. "Business Day"................................................................................. 1
1.12. "Business Retirement Plan"..................................................................... 2
1.13. "Cash"......................................................................................... 2
1.14. "Closing"...................................................................................... 2
1.15. "Closing Date"................................................................................. 2
1.16. "Code"......................................................................................... 2
1.17. "Collection Accounts".......................................................................... 2
1.18. "Confidential Information"..................................................................... 2
1.19. "Contracts" ................................................................................... 2
1.19 (a) "Covenant Not to Compete".................................................................. 2
1.20. "Deposits"..................................................................................... 2
1.21. "Deposit Obligations".......................................................................... 2
1.22. "Deposit Premium".............................................................................. 2
1.23. "Disagreement"................................................................................. 2
1.24. "Employees".................................................................................... 2
1.25. "Encumbrances"................................................................................. 3
1.26. "Environmental Laws"........................................................................... 3
1.27. "Escheatable Deposits"......................................................................... 3
1.28. "Estimation Date".............................................................................. 3
1.29. "Estimated Cash"............................................................................... 3
1.30. "Estimated Deposits"........................................................................... 3
1.31. "Estimated Loan Payment"....................................................................... 3
1.32. "Estimated Pro-Rata Adjustment"................................................................ 3
1.33. "Estimated Transfer Amount".................................................................... 3
1.34. "Excluded Assets".............................................................................. 3
1.35. "Excluded Liabilities"......................................................................... 3
1.36. "FDIA"......................................................................................... 3
1.37. "FDIC"......................................................................................... 3
1.38. "FDIC Assessments"............................................................................. 3

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1.39. "Final Settlement Date"....................................................................... 3
1.40. "Final Transfer Amount"....................................................................... 3
1.41. "FIRPTA Affidavit"............................................................................ 3
1.42. "GAAP"........................................................................................ 3
1.43. "Government Entity"........................................................................... 3
1.44. "Hazardous Substances"........................................................................ 3
1.45. "Indemnitee".................................................................................. 3
1.46. "Indemnifying Party".......................................................................... 3
1.47. "Interest Period"............................................................................. 3
1.48. "XXX" ........................................................................................ 3
1.49. "IRS" ........................................................................................ 3
1.50. "Legal Action"................................................................................ 3
1.51. "Loans"....................................................................................... 3
1.52. "Losses"...................................................................................... 3
1.53. "Material Adverse Effect"..................................................................... 4
1.54. "Material Part"............................................................................... 4
1.55. "Material Violation".......................................................................... 4
1.56. "Names"....................................................................................... 4
1.57. "NOW" ........................................................................................ 4
1.58. "Notice of Disagreement"...................................................................... 4
1.59. "Other Liabilities"........................................................................... 4
1.60. "Permits"..................................................................................... 4
1.61. "Personal Property"........................................................................... 4
1.62. "Post-Closing Schedule"....................................................................... 4
1.63. "Properties".................................................................................. 4
1.64. "Pro-Rata Adjustment"......................................................................... 4
1.65. "Pro-Rated Items"............................................................................. 4
1.66. "Purchaser"................................................................................... 4
1.67. "Purchaser Agreement"......................................................................... 4
1.68. "Purchaser's Account"......................................................................... 4
1.69. "Purchaser's Indemnified Parties"............................................................. 4
1.70. "Records"..................................................................................... 4
1.71. "Requisite Regulatory Approvals".............................................................. 5
1.72. "Retirement Accounts"......................................................................... 5
1.73. "Returned Items".............................................................................. 5
1.74. "Review Period"............................................................................... 5
1.75. "Seller"...................................................................................... 5
1.76. "Seller Agreement"............................................................................ 5
1.77. "Seller's Account"............................................................................ 5
1.78. "Seller's Indemnified Parties"................................................................ 5
1.79. "SAIF"........................................................................................ 5
1.80. "Taxes"....................................................................................... 5
1.81. "Tax Return".................................................................................. 5
1.82. "Taxpayer Information"........................................................................ 5
1.83. "Termination Date"............................................................................ 5

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1.84. "TIN" 8
1.85. "Third Party"................................................................................. 5
1.86. "Third Party Claim"........................................................................... 5
1.87. "Transfer Taxes".............................................................................. 5

ARTICLE II TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES 5

2.1. Purchase and Sale of Assets................................................................... 5
2.2. Excluded Assets and Liabilities............................................................... 6
2.3. Assignment and Assumption of Deposits......................................................... 6
2.4. Assignment and Assumption of Other Liabilities................................................ 7
2.5. Adjustment for Income, Expenses, Prepayments and Fees......................................... 7
2.6. Estimated Transfer Payment.................................................................... 8
2.7. Post-Closing Schedule......................................................................... 9
2.8. Final Settlement.............................................................................. 10
2.9. Allocation of Purchase Price.................................................................. 10
2.10. Limited Warranty; Nonrecourse; Conveyance..................................................... 10

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 11

3.1. Corporate Organization and Powers............................................................. 11
3.2. Corporate Authority; No Violation............................................................. 11
3.3. Consents and Approvals........................................................................ 12
3.4. Compliance With Law........................................................................... 12
3.5. Title to Assets............................................................................... 13
3.6. Contracts..................................................................................... 13
3.7. Assignment of Assumed Liabilities............................................................. 14
3.8. Litigation.................................................................................... 14
3.9. Finders or Brokers............................................................................ 14
3.10. Financial Information......................................................................... 14
3.11. Taxes......................................................................................... 15
3.12. Employees..................................................................................... 15
3.13. Deposit Insurance............................................................................. 16

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 16

4.1. Corporate Organization and Powers............................................................. 16
4.2. Corporate Authority; No Violation............................................................. 16
4.3. Consents and Approvals........................................................................ 17
4.4. Litigation.................................................................................... 17
4.5. Finders or Brokers............................................................................ 18
4.6. Estimates, Projections and Other Predictions.................................................. 18

ARTICLE V COVENANTS OF THE PARTIES 18

5.1. Business Obligations.......................................................................... 18
5.2. Cooperation And Further Assurances............................................................ 19
5.3. Legal and Regulatory Matters.................................................................. 19
5.4. Payment of Liabilities........................................................................ 20

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5.5. Interest Reporting............................................................................ 20
5.6. Consent Fees.................................................................................. 21
5.7. Reports....................................................................................... 21
5.8. Branch Account Report......................................................................... 21
5.9. General Notices to Depositors................................................................. 21
5.10. Insurance..................................................................................... 22
5.11. Use of Names, Trademarks and Service Marks.................................................... 22
5.12. Additional Contracts.......................................................................... 23
5.13. Updating Schedules............................................................................ 23
5.14. General Conversion Matters.................................................................... 24
5.15. Covenant Not to Compete....................................................................... 24

ARTICLE VI EMPLOYEE MATTERS 24

6.1. Employee Matters.............................................................................. 24
6.2. Notice of Closing............................................................................. 26

ARTICLE VII CERTAIN TAX MATTERS 26

7.1. Certain Tax Matters........................................................................... 26
7.2. Bulk Sales Procedures and Sales Tax........................................................... 27

ARTICLE VIII OBLIGATIONS OF PARTIES ON THE CLOSING DATE 27

8.1. Closing Date/Closing.......................................................................... 27
8.2. Obligations of Seller on the Closing Date..................................................... 28
8.3. Obligations of Purchaser on the Closing Date.................................................. 28

ARTICLE IX CONDITIONS TO EACH PARTY'S OBLIGATIONS 28

9.1. Approval of Governmental Authorities.......................................................... 29
9.2. No Injunctions or Restraints.................................................................. 29
9.3. Illegality.................................................................................... 29

ARTICLE X CONDITIONS TO PURCHASER'S OBLIGATIONS 29

10.1. Representations and Warranties True; Obligations Performed.................................... 29
10.2. Opinion of Counsel............................................................................ 29
10.3. No Pending Proceedings or Governmental Actions................................................ 30
10.4. Consents...................................................................................... 30

ARTICLE XI CONDITIONS TO SELLER'S OBLIGATIONS 30

11.1. Representations and Warranties True; Obligations Performed.................................... 30
11.2. Opinion of Counsel............................................................................ 30
11.3. No Pending Proceedings or Governmental Actions................................................ 30
11.4. Consents...................................................................................... 31

ARTICLE XII INDEMNIFICATION 31

12.1. Seller to Indemnify........................................................................... 31
12.2. Purchaser to Indemnify........................................................................ 32
12.3. Procedure for Indemnification................................................................. 32

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12.4. Production of Witnesses....................................................................... 35
12.5. Survival...................................................................................... 35

ARTICLE XXXX XXXXXXXXXXX 00
13.1. Methods of Termination........................................................................ 35
13.2. Effect of Termination......................................................................... 37

ARTICLE XIV GENERAL PROVISIONS 37

14.1. Entire Agreement; Modification; Waiver........................................................ 37
14.2. Counterparts.................................................................................. 37
14.3. Headings...................................................................................... 37
14.4. Payment of Expenses........................................................................... 37
14.5. Governing Law................................................................................. 37
14.6. Addresses of Notice........................................................................... 38
14.7. Publicity..................................................................................... 39
14.8. Severability.................................................................................. 39
14.9. Enforcement of the Agreement.................................................................. 39
14.10. Binding Nature; Assignment.................................................................... 39
14.11. No Third Party Rights......................................................................... 40

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EXHIBITS

EXHIBIT A: BRANCH OFFICE

EXHIBIT B: GENERAL CONVERSION MATTERS

EXHIBIT C: XXXX OF SALE

EXHIBIT D: INSTRUMENT OF ASSUMPTION

EXHIBIT E: SELLER'S OPINION OF COUNSEL

EXHIBIT F: PURCHASER'S OPINION OF COUNSEL

EXHIBIT G: ADDITIONAL PROVISIONS RELATING TO THE SALE OF REAL PROPERTY

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SCHEDULES

Schedule 2.1(b) - Loans

Schedule 2.1(d) - Furniture, Fixture and Equipment

Schedule 2.1(f) - Contracts

Schedule 2.3 - Deposits

Schedule 3.3 - Seller's Consents and Approvals

Schedule 3.5 - Encumbrances

Schedule 3.6(b) - Additional Contracts

Schedule 3.12 - Employees

Schedule 4.3 - Purchaser's Consents and Approvals

Schedule 5.6 - Third Party Consents

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THIS ASSET PURCHASE AND SALE AGREEMENT (the "Agreement") is
made as of FEBRUARY 27, 2001, by and between Xxxxxx Federal Savings Bank (the
"Seller") and City National Bank of New Jersey (the "Purchaser").

R E C I T A L S

WHEREAS, Seller maintains a branch office listed in Exhibit A
(the "Branch Office");

WHEREAS, Seller desires to sell and Purchaser desires to
acquire and operate the Branch Office and the business conducted at the Branch
Office; and

WHEREAS, Seller desires to assign to Purchaser and Purchaser
desires to assume from Seller certain liabilities relating to the Branch Office
and the business conducted at the Branch Office, including certain obligations
and liabilities relating to the deposits of the Branch Office; the land and the
building and all improvements situated thereon and otherwise known by the street
address of 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx, 00000; and certain other
obligations of Seller;

NOW, THEREFORE, in consideration of the foregoing recitals and
the following terms, covenants, and conditions, the parties agree as follows:

ARTICLE I
DEFINITIONS

1.1. "ACH Accounts" is defined in the definition of "Deposits."

1.2. "ACH Items" is defined in the definition of "Deposits."

1.3. "Additional Contract" is defined in Section 5.12.

1.4. "Affiliates" is defined in Section 12.1.

1.5. "Assumed Liabilities" is defined in Section 2.4.

1.6. "Assets" is defined in Section 2.1.

1.7.(a) "Benefit Plans" shall mean plans maintained by Seller to provide
health, accident, disability, or retirement benefits to its employees.

1.7 (b) "BIF" means the Bank Insurance Fund.

1.8. "Book Value Schedule" is defined in Section 2.6(a).

1.9. "Branch Account" is defined in Section 5.8.

1.10. "Branch Account Report" is defined in Section 5.8.

1.11. "Business Day"

means any day (other than a Saturday or Sunday) on which banking institutions
shall generally be open for the transaction of business in the State of New York
and the State of New Jersey.

1.12. "Business Retirement Plan" ("BRP") means an account created by a trust
for the benefit of employees (some or all of who are owner-employees) that
complies with the provisions of Section 401 of the Code.

1.13. "Cash" is defined in Section 2.1(a).

1.14. "Closing" is defined in Section 8.1(b).

1.15. "Closing Date" is defined in Section 8.1(a)

1.16. "Code"

is defined in Section 2.9

1.17. "Collection Accounts"

is defined in the definition of "Deposits."

1.18. "Confidential Information" is defined in Section 5.2.

1.19. "Contracts" is defined in Section 2.1(f).

1.19(a) "Covenant Not to Compete" is defined in Section 5.15.

1.20. The term "Deposits" shall mean all deposits (as defined in Section 31
(1) of the Federal Deposit Insurance Act as amended ("FDIA"), 12 U.S.C. Section
1813(1)), including without limitation the aggregate balances of all savings
accounts (including certificates of deposit) domiciled at the Branch Office as
of the close of business on the Closing Date, including accounts accessible by
negotiable orders of withdrawal ("NOW") or other demand instruments; all deposit
accounts maintained by a customer for the stated purpose of the accumulation of
funds to be drawn upon at retirement ("Retirement Accounts"); all deposit
accounts domiciled at the Branch Office through which Seller accepts payments or
deposits for credit or deposit to another account domiciled at such Branch
Office (the "Collection Accounts"); all deposit accounts subject to arrangements
between the owner of the account and a third party which directly makes
automated clearing house debits and credits, including, but not limited to,
social security payments, Federal recurring payments, and other payments debited
and/or credited on a regularly scheduled basis to or from such accounts (such
payments being hereinafter referred to as the "ACH Items" and such accounts
being hereinafter referred to as the "ACH Accounts"); and all other accounts and
deposits, together with interest, if any, that is accrued but unposted as of the
close of business on the Closing Date provided that notwithstanding anything to
the contrary contained in this Agreement, Seller shall not assign, and Purchaser
shall not assume, any Deposits subject to or involved in any form of litigation,
any Deposits as to which assets of Seller have been pledged as security for
amounts in excess of the FDIC insured limits or any "Escheatable Deposits."

1.21. "Deposit Obligations" is defined in Section 2.3.

1.22. "Deposit Premium" is defined in Section 2.6(b).

1.23. "Disagreement" is defined in Section 2.7(b).

1.24. "Employees" means all persons employed by Seller at the Branch Office.

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1.25. "Encumbrances" is defined in Exhibit G, attached hereto and made a part
hereof.

1.26. "Environmental Laws" is defined in Exhibit G Exhibit G, attached hereto
and made a part hereof..

1.27. "Escheatable Deposits" means Deposits held on the Closing Date at the
Branch Office which, in the absence of any claim by the depositor thereof, is or
will become subject to escheat, in the calendar year in which the Closing
occurs, to the State of New York or any other state pursuant to applicable
escheat and unclaimed property laws.

1.28. "Estimation Date" is defined in Section 2.6(a).

1.29. "Estimated Cash" is defined in Section 2.6(a).

1.30. "Estimated Deposits" is defined in Section 2.6(a).

1.31. "Estimated Loan Payment" is defined in Section 2.6(a).

1.32. "Estimated Pro-Rata Adjustment" is defined in Section 2.6(a).

1.33. "Estimated Transfer Amount" is defined in Section 2.6(b).

1.34. "Excluded Assets" is defined in Section 2.2(a).

1.35. "Excluded Liabilities" is defined in Section 2.2(b).

1.36. "FDIA" is defined in the definition of "Deposits."

1.37. "FDIC" means Federal Deposit Insurance Corporation.

1.38. "FDIC Assessments" is defined in Section 2.5.

1.39. "Final Settlement Date" is defined in Section 2.8.

1.40. "Final Transfer Amount" is defined in Section 2.8.

1.41. "FIRPTA Affidavit" is defined in Section 7.1(d).

1.42. "GAAP" is defined in Section 3.11(a).

1.43. "Government Entity" is defined in Section 3.3(a).

1.44. "Hazardous Substances" is defined in the Contract for Sale of Real
Estate.

1.45. "Indemnitee" is defined in Section 12.3(a).

1.46. "Indemnifying Party" is defined in Section 12.3(a).

1.47. "Interest Period" is defined in Section 2.8.

1.48. "XXX" means individual retirement account.

1.49. "IRS" means Internal Revenue Service.

1.50. "Legal Action" is defined in Section 3.8.

1.51. "Loans" is defined in Section 2.1(b).

1.52. "Losses" is defined in Section 12.1.

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1.53. "Material Adverse Effect" means, as to Seller, a material adverse
effect on the Assets or on the business or operations conducted by Seller at the
Branch Office or on the ability of the Seller to consummate the transactions
contemplated by this Agreement in accordance with its terms thereof; and, as to
Purchaser, a material adverse effect on the business or operation of Purchaser
or the ability of Purchaser to consummate the transactions contemplated by this
Agreement in accordance with its terms.

1.54. "Material Part" is defined in Section 2.11(e).

1.55. "Material Violation" means a violation which, individually or in the
aggregate with all other such violations, would have a Material Adverse Effect
or constitute or give rise to a default under, result in the termination of or a
right of termination or cancellation under, accelerate the performance required
by, or result in the creation of any lien, pledge, security interest, charge or
other encumbrance upon any of the Assets, any of the assets of Purchaser or
assets of Seller relating to the Branch Office under any Purchaser or Seller
Agreement.

1.56. "Names" is defined in Section 5.11.

1.57. "NOW" is defined in the definition of "Deposits."

1.58. "Notice of Disagreement" is defined in Section 2.7(b).

1.59. "Other Liabilities" is defined in Section 2.4.

1.60. "Permits" is defined in Section 3.4(c).

1.61. "Personal Property" is defined in Section 2.1(d).

1.62. "Post-Closing Schedule" is defined in Section 2.7(a).

1.63. "Properties" is defined in Section 3.9.

1.64. "Pro-Rata Adjustment" is defined in Section 2.5.

1.65. "Pro-Rated Items" is defined in Section 2.5.

1.66. "Purchaser" means City National Bank of New Jersey.

1.67. "Purchaser Agreement" is defined in Section 4.2(b).

1.68. "Purchaser's Account" is defined in Section 2.6(b).

1.69. "Purchaser's Indemnified Parties" is defined in Section 12.1.

1.70. "Records" means all records and original documents in Seller's
possession which pertain to and are utilized by Seller to administer, reflect,
monitor, evidence or record information respecting the business or conduct of
the Branch Office and all such records and original documents respecting (i) the
Contracts, (ii) the Assets, including documents relating to the premises known
as 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (iii) the Deposits and (iv)
the Employees (except confidential employee records for which consents to
release such records to Purchaser shall not have been obtained from the relevant
employee), including all such records maintained on electronic or magnetic media
in the electronic data base system of Seller or to comply with any applicable

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federal or state law or governmental regulation to which the Deposits are
subject, including but not limited to Federal Reserve Board Regulation E (12
C.F.R. Section 205), Federal Reserve Board Regulation CC (12 C.F.R. Section 229)
and any relevant escheat and unclaimed property laws.

1.71. "Requisite Regulatory Approvals" is defined in Section 9.1.

1.72. "Retirement Accounts" is defined in the definition of "Deposits."

1.73. "Returned Items" is defined in Exhibit B.

1.74. "Review Period" is defined in Section 2.7(b).

1.75. "Seller" means Xxxxxx Federal Savings Bank.

1.76. "Seller Agreement" is defined in Section 3.2(b)(iii).

1.77. "Seller's Account" is defined in Section 2.8.

1.78. "Seller's Indemnified Parties" is defined in Section 12.2.

1.79. "SAIF" means the Savings Association Insurance Fund.

1.80. "Taxes" means all taxes, charges, fees, levies or other like
assessments, including, without limitation, income, gross receipts, excise, real
and personal and intangible property, sales, use, transfer (including transfer
gains taxes), withholding, license, payroll, recording, ad valorem and franchise
taxes imposed by the United States, or any state, local or foreign government or
subdivision or agency thereof; and such term shall include any interest,
penalties or additions to tax attributable to such assessments.

1.81. "Tax Return" shall mean any report, return or other information
required to be supplied to a taxing authority in connection with Taxes.

1.82. "Taxpayer Information" is defined in Exhibit B.

1.83. "Termination Date" is defined in Section 13.1(b).

1.84. "TIN" means taxpayer identification number.

1.85. "Third Party" is defined in Section 12.3(a).

1.86. "Third Party Claim" is defined in Section 12.3(a).

1.87. "Transfer Taxes" is defined in Section 7.1(b).

ARTICLE II

TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

2.1. Purchase and Sale of Assets.

On the Closing Date, Seller shall sell, transfer, assign, convey and
deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all
of Seller's right, title and interest in and to the following assets
(collectively, the "Assets") relating to the Branch Office as of the Closing
Date:

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(a) Cash on Hand. All xxxxx cash, vault cash, teller cash and any other
cash at or held for the account of the Branch Office (the "Cash") as of the
close of business on the Closing Date.

(b) Loans. All savings account loans secured by an interest in Deposits
and loans made by and reflected on the books of the Branch Office in connection
with automatic loan reserves (i.e., overdraft protection relating to Deposits),
together with all interest thereon that shall accrue but not be received by
Seller on or prior to the Closing Date (the "Loans"). Attached hereto is
Schedule 2.1(b) that sets forth a summary of all Loans.

(d) Personal Property. The personal property set forth on Schedule
2.1(d), which is located at the Branch Office on the Closing Date and owned by
Seller (including without limitation furniture, fixtures and equipment)
("Personal Property").

(e) Records. All Records, which shall be segregated by Seller.

(f) Contracts. The contract rights, licenses, permits, approvals,
authorizations and franchises set forth on Schedule 2.1(f), together with any
additional contract rights added to such Schedule pursuant to Section 5.12
hereof (the "Contracts").

(g) Intangibles. The core deposit intangibles associated with the
assumption of Deposits pursuant to Section 2.3 hereto.

2.2. Excluded Assets and Liabilities.

(a) It is understood and agreed that Purchaser is not acquiring from
Seller, and Seller shall retain ownership of all right, title and interest in
and to, any property or asset which is not being transferred pursuant to Section
2.1 hereof, including but not limited to (i) the existing name of Seller or any
derivation thereof and (ii) any logos, service marks, trademarks, advertising
material, slogans, or similar items used on or prior to the Closing Date by
Seller in connection with its business (collectively, the "Excluded Assets").

(b) Except as expressly set forth in this Agreement, Purchaser shall
not assume or be liable for any of the debts, obligations or liabilities of
Seller of any kind or nature whatsoever (whether or not accrued or fixed,
absolute or contingent, known or unknown), and Seller shall remain and be solely
and exclusively liable with regard to such debts, liabilities and obligations
(collectively, the "Excluded Liabilities").

2.3. Assignment and Assumption of Deposits.

Schedule 2.3, attached hereto, sets forth a summary of all the Deposits
at December 31, 2000. Within 5 Business Days of the Closing Date, Seller shall
provide Purchaser with a revised Schedule 2.3, which sets forth a summary of all
the Deposits.

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At the Closing, Seller shall assign to Purchaser, and Purchaser shall (a) accept
and assume from Seller and (b) pay, perform and discharge all obligations with
respect to and be solely liable for all Deposits domiciled at the Branch Office
(the "Deposit Obligations").

2.4. Assignment and Assumption of Other Liabilities.

Subject to the terms and conditions set forth in this Agreement, on the
Closing Date, Seller shall assign to Purchaser, and Purchaser shall (a) accept
and assume from Seller and (b) pay, perform and discharge all obligations with
respect to and be solely liable for the liabilities and obligations that arise
under the Contracts, which liabilities and obligations become due and payable
after the close of business on the Closing Date (the "Other Liabilities"). The
Deposit Obligations and the Other Liabilities shall collectively be referred to
as the "Assumed Liabilities."

2.5. Adjustment for Income, Expenses, Prepayments and Fees.

(a) All items of income, operating expenses, prepayments and fees
relating to the Assets and Assumed Liabilities, whether accrued or prepaid prior
to the Closing Date (including without limitation, wages, salaries, vacation
pay, rents, equipment charges, safe deposit fees, utility payments, personal
property taxes, any fees paid or payable to Seller with respect to the Loans,
the XXX and Xxxxx Accounts, or the safe deposit boxes, and any fees, premiums or
assessments) imposed or collected by the FDIC with respect to Deposits,
including the assessments by the Financing Corporation (the "FDIC Assessments")
(collectively, the "Prorated Items"), shall be pro-rated between the parties as
of the Closing Date. Seller shall be responsible for (or entitled to receive, as
the case may be) all such items which are allocable to the period on or prior to
the Closing Date, and Purchaser shall be responsible for (or entitled to
receive, as the case may be) all such items which are allocable to the period
subsequent to the Closing Date. With regard to the proration of the FDIC
Assessment, the amount for which Purchaser is responsible shall include, that
portion of the FDIC Assessment payable by Seller on the payment date next
succeeding the Closing Date in respect to the portion of Seller's FDIC
Assessment attributable to the Deposit Obligation for the period subsequent to
the Closing Date; and such proration shall be based on the FDIC Assessment rates
payable by Seller. The aggregate net amount of all proration adjustments of
Prorated Items shall be referred to herein as the "Pro-Rata Adjustment." The
Pro-Rata Adjustment shall be included as part of the calculation of the
Estimated Transfer Amount and the Final Transfer Amount as provided for in this
Agreement. Purchaser shall have the opportunity to review any Prorated Items to
be allocated to Purchaser pursuant to this Section 2.5 and to suggest to Seller
any possible error or challenge to any such Prorated Items, provided that Seller
shall have no obligation to challenge or question any Prorated Items but shall
cooperate with Purchaser if Purchaser elects to so challenge or question any
Prorated Items.

(b) To the extent that any of the items of income, fees or expenses
described in paragraph (a) of this section are not discovered prior to the
preparation of the Post-

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Closing Schedule, the parties shall cooperate with one another so that Purchaser
or Seller, as the case may be, pays any such fee or expense, or receives any
such income, depending upon whether such fee, expense or income relates to the
period on or prior to the close of business on the Closing Date.

(c) Unless Purchaser elects to undertake a transaction pursuant to
Section 5(d)(3) under the FDIA (for which no exit or entrance fees will be
assessed by the FDIC), Purchaser shall be responsible for fees incurred by both
Seller and Purchaser in connection with the transfer of any or all of the
Deposit Obligations between the SAIF and the BIF (the "Insurance Conversion
Fees").

(d) All pro-rations made pursuant to this section shall be based upon
the ratio of the number of days prior to and including the Closing Date related
to such item compared to the total number of days related to such item.

2.6. Estimated Transfer Payment.

(a) Five (5) Business Days prior to the Closing, Seller shall deliver
to Purchaser a schedule estimating the following, in each case (except as
otherwise set forth herein) as of the close of business on the Friday which is
at least seven (7) Business Days preceding the Closing Date (the "Estimation
Date"): (i) the aggregate balance of the Deposits (the "Estimated Deposits"),
(ii) the aggregate book value as of the close of business on the last day of the
month preceding the Closing Date, net of specific loan loss reserves, of the
Loans, plus (to the extent not reflected in such book value) all interest
thereon that shall accrue but not be received by Seller on or prior to the
Estimation Date (such book value, as so adjusted, the "Estimated Loan Payment"),
(iii) the aggregate amount of the Cash (the "Estimated Cash"), (iv) the Pro-Rata
Adjustment (the "Estimated Pro-Rata Adjustment") and (v) any Insurance
Conversion Fees. Within 2 Business Days prior to the Closing, Seller shall
deliver to Purchaser a true and complete schedule (the "Book Value Schedule")
setting forth the aggregate book value, net of accumulated depreciation,
estimated as of the Closing Date, of the Personal Property located at the Branch
Office and the Real Property.

(b) In connection with the sale by Seller to Purchaser of the Assets
and the assumption by Purchaser of the Deposits as provided for herein, at the
Closing, Seller shall transfer to Purchaser in immediately available funds, by
wire transfer to an account designated in writing by Purchaser to Seller at
least two (2) Business Days prior to the Closing Date ("Purchaser's Account"),
an amount (the "Estimated Transfer Amount") equal to the Estimated Deposits,
plus or minus the Estimated Pro-Rata Adjustment, as applicable, minus the sum of
(i) an amount equal to five and 00/100 percent (5.00%) of the average aggregate
daily closing balance of the Deposits for the twenty (20) Business Days prior to
and including the Closing Date (the "Deposit Premium"), (ii) the Estimated Loan
Payment, (iii) the Estimated Cash, (iv) an amount equal to Purchaser's liability
for Transfer Taxes pursuant to Section 7.1(b), (v) the aggregate book value (net
of

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accumulated depreciation) as of the Closing Date of the Personal Property
located at the Branch Office and the Real Property and (vi) any Insurance
Conversion Fees.

2.7. Post-Closing Schedule.

(a) Within ten (10) Business Days after the Closing Date, Seller shall
deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the
actual amount of (i) the aggregate balance of the Deposits as of the close of
business on the Closing Date, (ii) the aggregate book value, net of specific
loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not
reflected in such book value) all interest thereon that shall accrue but not be
received by Seller on or prior to the Closing Date, (iii) the aggregate amount
of the Cash as of the close of business on the Closing Date, (iv) the Deposit
Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller
in the preparation of the Post-Closing Schedule. Purchaser shall provide Seller
and its representatives and independent accountants with reasonable access to
the books, records, facilities and personnel of the Branch Office in a manner
which does not unduly disrupt or interfere with the operation of the Branch
Office so that Seller and its representatives and independent accountants may
prepare the Post-Closing Schedule.

(b) Within thirty (30) calendar days after delivery of the Post-Closing
Schedule to Purchaser (the "Review Period"), Purchaser may dispute all or any
portion of the Post-Closing Schedule by giving written notice (a "Notice of
Disagreement") to Seller setting forth in reasonable detail the basis for such
dispute (hereinafter called a "Disagreement"). The failure by Purchaser to
deliver a Notice of Disagreement during the Review Period shall constitute an
irrevocable acceptance by Purchaser of the Post-Closing Schedule in the form
delivered by Seller. If Purchaser delivers a Notice of Disagreement during the
Review Period, the parties shall promptly commence good faith negotiations with
a view to resolving such Disagreement. If Seller shall not dispute all or any
portion of the Notice of Disagreement by giving written notice to Purchaser
setting forth in reasonable detail the basis for such dispute within ten (10)
Business Days following the delivery of the Notice of Disagreement, Seller shall
be deemed to have irrevocably accepted the Post-Closing Schedule as modified by
the Notice of Disagreement.

(c) If Seller disputes all or any portion of the Notice of Disagreement
within the ten (10) Business Days following the delivery of the Notice of
Disagreement and the parties are not able to resolve any Disagreement within
thirty (30) calendar days after the delivery by Seller of its dispute of the
Notice of Disagreement, such Disagreement shall be referred to a nationally
recognized accounting firm for determination of the disputed amounts in
accordance with this Agreement. If Purchaser and Seller do not promptly agree on
the selection of a nationally recognized accounting firm, their respective
independent public accountants shall immediately select such accounting firm by
mutual agreement. The determination of such firm shall be final and binding upon
the parties, and the amount so determined shall be used to complete the final
Post-Closing Schedule. Such firm shall render its determination as soon as
practicable after referral of the

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Disagreement. The fees and expenses of such firm shall be paid one-half by
Purchaser and one-half by Seller. The parties shall cooperate with each other
and such firm with respect to the resolution of any Disagreement, such
cooperation to include reasonable access to books, records, facilities and
personnel. This provision shall constitute the exclusive remedy of the parties
with respect to determination of the final Post-Closing Schedule.

2.8. Final Settlement.

On the Business Day immediately following the day on which the
Post-Closing Schedule is finally determined pursuant to the terms of Section 2.7
of this Agreement (the "Final Settlement Date"), the Estimated Transfer Amount
shall be recalculated using the amounts reflected in the final Post-Closing
Schedule (the "Final Transfer Amount"). If the Final Transfer Amount exceeds the
Estimated Transfer Amount, Seller shall pay the difference to Purchaser by wire
transfer in immediately available funds to Purchaser's Account. If the Estimated
Transfer Amount exceeds the Final Transfer Amount, Purchaser shall refund the
difference to Seller by wire transfer in immediately available funds to an
account designated in writing by Seller ("Seller's Account"). Any payment
pursuant to this section shall include interest on such amount for the number of
days from and including the Closing Date to, but excluding, the Final Settlement
Date (the "Interest Period") calculated at the Federal Funds Rate as published
in the "Money Rates" section of The Wall Street Journal as of the Closing Date.

2.9. Allocation of Purchase Price.

The consideration paid by Purchaser to Seller pursuant to this
Agreement shall be allocated among the Assets, including any intangible assets,
as Seller and Purchaser shall mutually agree prior to the Closing Date. The
allocation of the purchase price was bargained and negotiated for, and each
party agrees to report the transactions contemplated hereby for federal income
tax and all other tax purposes (including, without limitation, for purposes of
Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code")) in a
manner consistent with the allocation determined pursuant to this Section 2.9
and in accordance with all applicable rules and regulations, and to take no
position inconsistent with such allocation in any administrative or judicial
examination or other proceeding. Each of Purchaser and Seller shall timely file
the appropriate forms in accordance with the requirements of Section 1060 of the
Code and this section.

2.10. Limited Warranty; Nonrecourse; Conveyance

(a) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT AND IN
EXHIBIT "G", ATTACHED HERETO AND MADE A PART HEREOF, THE CONVEYANCE OF ALL
ASSETS, INCLUDING PERSONAL PROPERTY INTERESTS, PURCHASED BY PURCHASER UNDER THIS
AGREEMENT AND UNDER ANY CONVEYANCING DOCUMENT EXECUTED IN CONNECTION HEREWITH
SHALL BE MADE, AS NECESSARY, BY SELLER'S ASSIGNMENT OR XXXX OF SALE, IN "AS IS"

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AND "WHERE IS" CONDITION, WITHOUT RECOURSE, AND WITHOUT ANY WARRANTIES
WHATSOEVER WITH RESPECT TO SUCH ACQUIRED ASSETS, EXPRESS OR IMPLIED, WITH
RESPECT TO ENVIRONMENTAL CONDITION, ENFORCEABILITY, COLLECTABILITY,
DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART),
CONDITION OF PROPERTY OR ANY OTHER MATTER.

(b) Purchaser shall prepare and deliver to Seller, and Seller shall
execute and deliver to Purchaser, such further instruments and documents of
conveyance (in form and substance satisfactory to Seller and Purchaser) as shall
be reasonably necessary to vest in Purchaser the full legal or equitable title
of Seller in and to the acquired Assets.

(c) On and after the Closing Date, Purchaser shall execute, acknowledge
and deliver all such acknowledgements and other instruments as Seller shall
reasonably request to effectively relieve and discharge Seller from any of the
Assumed Liabilities.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:

3.1. Corporate Organization and Powers.

(a) Seller is a federally chartered savings bank, duly organized,
validly existing and in good standing under the laws of the United States of
America.

(b) Seller has the corporate power and authority to own, lease or
operate the Assets and to carry on the business of the Branch Office as
presently conducted and is duly qualified and in good standing to do business in
each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification necessary, except where the
failure to be so qualified would not, individually or in the aggregate with all
other such failures, have a Material Adverse Effect.

(c) Seller's deposits are, subject to applicable monetary limits
established by law, insured by the SAIF of the FDIC, and all premiums and
assessments required in connection therewith have been paid when due by Seller.

3.2. Corporate Authority; No Violation.

(a) Seller has the corporate power and authority to execute and deliver
this Agreement and any documents, agreements or instruments to be executed by
Seller pursuant to this Agreement, and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement
and any documents, agreements or instruments to be executed by Seller pursuant
to this Agreement, and the consummation of the transactions contemplated hereby
and thereby, have been duly authorized by all necessary corporate action on the
part of Seller, and no further corporate

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authorization on the part of Seller is necessary to approve this Agreement or to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Seller. Assuming the due authorization, execution and
delivery of this Agreement by Purchaser, and except as enforcement may be
limited by general principles of equity, whether applied in a court of law or a
court of equity, and by bankruptcy, insolvency and similar laws affecting
creditors' rights and remedies generally, (i) this Agreement and any related
agreement constitute legal, valid and binding obligations of Seller, enforceable
against Seller in accordance with their terms and (ii) the other documents,
agreements and instruments to be delivered by Seller to Purchaser pursuant to
this Agreement, when executed and delivered, will be duly executed and delivered
by Seller and will constitute legal, valid and binding obligations of Seller
enforceable against Seller in accordance with their terms.

(b) The execution and delivery by Seller of this Agreement or any
document, agreement or instrument to be executed by Seller pursuant to this
Agreement, the consummation by Seller of the transactions contemplated hereby or
thereby, and compliance by Seller with the terms or provisions hereof or
thereof, shall not result:

(i) in a violation of any provision of the Charter or
Bylaws of Seller,

(ii) in a Material Violation of any statute, code,
ordinance, rule, regulation, judgment, order, writ,
decree or injunction applicable to Seller or any of
its properties or assets (including, without
limitation, the Assets), or

(iii) in a Material Violation of any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement,
or other instrument or obligation to which Seller is
a party or by which Seller or any of the Assets may
be bound or affected (a "Seller Agreement").

3.3. Consents and Approvals.

Except as set forth on Schedule 3.3, Seller is not required to obtain
any consent, approval, order, authorization, registration, declaration from, or
to make any filing with, any court, agency, or governmental authority or
instrumentality (each a "Governmental Entity") or any other third party in
connection with (a) Seller's execution and delivery of this Agreement or any
document, agreement or instrument to be executed pursuant to this Agreement or
(b) the consummation by Seller of the transactions contemplated hereby or
thereby (including without limitation the transfer of the Assets to Purchaser).

3.4. Compliance With Law.

(a) With respect to the Assets and the business of the Seller related
to the Branch Office, Seller is in compliance in all material respects with the
provisions of all applicable federal, state and local statutes, regulations and
ordinances, and at the Closing

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Date, Seller will not be in default in any material respect under any said
statutes, regulations and ordinances.

(b) Except for regularly scheduled examinations, audits and full and
limited scope reviews conducted by governmental authorities under applicable
laws relating to federal savings banks and their holding companies, no
investigation or review by any governmental authority concerning any possible
conflicts or violations by Seller is pending or to the knowledge of Seller
threatened.

(c) Seller has all licenses, franchises, permits, certificates of
public convenience, orders and other authorizations ("Permits") of all federal,
state and local governments and governmental authorities necessary for the
lawful conduct of the business being conducted at the Branch Office, and at the
Closing Date all such Permits shall be valid and Seller shall be in good
standing thereunder, and none of such Permits shall be subject to any
suspension, modification or revocation or proceedings related thereto except
where the failure to have such Permits, or the invalidity thereof, would not,
individually or in the aggregate, have a Material Adverse Effect.

3.5. Title to Assets.

Except for the premises known as 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxx 00000 and as otherwise provided for in Exhibit "G", as of the Closing Date,
Seller will have, and will deliver to purchaser at the closing, and purchaser
will receive good and valid title to all of the assets, free and clear of all
mortgages, claims, charges, liens, encumbrances, easements, limitations,
restrictions, commitments, and security interests ("Encumbrances") except for
those encumbrances securing any Assumed Liability, and only an Assumed Liability
listed in Schedule 3.5.

3.6. Contracts.

(a) Seller is not a party to or bound by any agreements or arrangements
for the purchase or sale of any of the Assets, or for the grant of any right to
purchase any of the Assets, other than in the ordinary course of business.

(i) Schedule 3.6(b) lists each Contract

(b) Upon the Closing, each of the Contracts set forth on Schedule
2.1(f) and Schedule 3.6(b):

(i) will constitute the legal, valid and binding
obligation of Seller, and to the knowledge of Seller,
each of the other parties thereto,

(ii) will be enforceable in accordance with its terms,

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(iii) will not be subject to any material defaults or
existing acts, events or conditions which, with
notice or lapse of time, or both, will result in a
material default under any of such Contract; and

(iv) to the extent consent to the assignment of such
Contract is necessary, each consent will have been
obtained by Seller.

(c) Seller has made available to Purchaser true, complete and correct
copies of each Contract set forth on Schedules 2.1(f) and 3.6(b), and all
attachments, amendments and addenda thereto, excluding those Contacts added
pursuant to Section 5.12.

3.7. Assignment of Assumed Liabilities.

As of the Closing Date, each of the Assumed Liabilities will be
properly assigned to Purchaser, there are no material defaults by Seller under
any of such Assumed Liabilities.

3.8. Litigation.

There is no action, suit, proceeding, inquiry or investigation, at law
or in equity, before any court, arbitrator, mediator or any governmental body,
agency or official, pending, or, to Seller's knowledge, threatened, against
Seller relating to any of the Assets, Assumed Liabilities, or the business or
operation of the Branch Office ("Legal Action").

There is no action, suit, or proceeding, at law or in equity, before
any court or any governmental body, agency or official, wherein an unfavorable
decision, ruling or finding would adversely affect (a) the validity or
enforceability of this Agreement or any document necessary to consummate the
transactions contemplated herein, (b) the consummation of the transactions
contemplated hereby, (c) any approval, consent or permission required to be
obtained by Seller hereunder, (d) the ability of Seller to perform its
obligations under this Agreement or (e) the business or operations of the Branch
Office.

3.9. Finders or Brokers.

Seller has not paid or agreed to pay any fee or commission to any
agent, broker, finder or other person for or on account of services rendered as
a broker or finder in connection with this Agreement or the transactions covered
and contemplated hereby.

3.10. Financial Information.

(a) The books of account of the Branch Office fairly and accurately
reflect the respective Assets and Assumed Liabilities of the Branch Office, in
accordance with generally accepted accounting principles ("GAAP") including,
without limitation, the establishment of appropriate loan loss reserves which
are consistent with prudent banking practice.

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(b) The books of account of the Branch Office (i) are maintained by
Seller substantially in accordance with applicable legal and accounting
requirements and (ii) reflect only actual transactions.

(c) Within ten (10) Business Days after the date of the Agreement,
Seller shall deliver to Purchaser copies of the books of account of the Branch
Office which are true, correct and complete in all materials respects as of the
date or dates set forth therein.

3.11. Taxes.

Except with respect to Seller's estimated pro-rata share of real estate
taxes as described in Exhibit G, attached hereto and made a part hereof:

(a) All Taxes which are due or payable by Seller relating to the Assets
[except those Taxes which are Purchaser's responsibility under a different
covenant of this Agreement] have been paid in full or properly accrued and
adequately provided for by reserves shown in the books and records of Seller, or
will be so paid or accrued and provided for in the books and records of the
Seller.

(b) All Tax Returns required to be filed with respect to the Assets
have been filed with the appropriate federal, state or local taxing authority
and each such Tax Return is true, complete and correct in all material respects.

(c) All Taxes shown to be due on such Tax Returns, and all Taxes
arising from or attributable to the Assets required to be withheld by or with
respect to the Seller have been paid or, if applicable, withheld and paid to the
appropriate taxing authority, other than those Taxes the failure of which to be
paid would not result in a lien on the Assets or become a liability of
Purchaser.

(d) No notice of deficiency or assessment of Taxes has been received
from any taxing authority with respect to the Assets.

(e) There are no ongoing audits or examinations of any of the Tax
Returns relating to or attributable to the Assets, other than with respect to
Taxes that would not result in a lien on the Assets or become a liability of
Purchaser.

(f) No consents or waivers to extend the statutory period of
limitations applicable to the assessment of any Taxes with respect to the Assets
has been granted, other than with respect to Taxes that would not result in a
lien on the Assets or become a liability of Purchaser.

3.12. Employees.

(a) There are no claims (statutory or otherwise), demands, proceedings
or other actions pending or, to Seller's actual knowledge, threatened against
Seller by (a)

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any of the present or former employees at the Branch Office or (b) any person
who sought to become employed at the Branch Office.

(b) None of the Employees is a member of any labor union or is
otherwise subject to collective bargaining.

3.13. Deposit Insurance.

The Deposits are insured by SAIF up to the maximum extent permitted by
law, and Seller has filed and will file all reports and paid all fees, premiums
and assessments required under FDIA.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

4.1. Corporate Organization and Powers.

(a) Purchaser is a national bank, duly organized, validly existing and
in good standing under the laws of United States of America.

(b) Subject to receipt of the Requisite Regulatory Approvals, Purchaser
has the corporate power and authority to own, lease or operate the Assets and to
carry on the business of the Branch Office as presently conducted and is duly
qualified and in good standing to do business in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes such
qualification necessary, except where the failure to be so qualified would not,
individually or in the aggregate with all other such failures, have a Material
Adverse Effect.

(c) Purchaser's deposits are, subject to applicable monetary limits
established by law, insured by the Bank Insurance Fund of the FDIC, and all
premiums and assessments required in connection therewith have been paid when
due by Purchaser.

4.2. Corporate Authority; No Violation.

(a) Purchaser has the corporate power and authority to execute and
deliver this Agreement and any documents, agreements or instruments to be
executed by Purchaser pursuant to this Agreement, and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and any documents, agreements or instruments to be executed by
Purchaser pursuant to this Agreement, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Purchaser, and no further corporate
authorization on the part of Purchaser is necessary to approve this Agreement

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or to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by Purchaser. Assuming the due authorization,
execution and delivery of this Agreement by Seller, and except as enforcement
may be limited by general principles of equity, whether applied in a court of
law or a court of equity, and by bankruptcy, insolvency and similar laws
affecting creditors' rights and remedies generally, (i) this Agreement
constitutes a legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms and (ii) the other documents,
agreements and instruments to be delivered by Purchaser to Seller pursuant to
this Agreement, when executed and delivered, will be duly executed and delivered
by Purchaser and will constitute legal, valid and binding obligations of
Purchaser.

(b) The execution and delivery by Purchaser of this Agreement or any
document, agreement or instrument to be executed by Purchaser pursuant to this
Agreement, and upon receipt of the Requisite Regulatory Approvals, the
consummation by Purchaser of the transactions contemplated hereby or thereby,
and compliance by Purchaser with the terms or provisions hereof or thereof,
shall not result:

(i) in a violation of any provision of the Charter or
Bylaws of Purchaser,

(ii) in a Material Violation of any statute, code,
ordinance, rule, regulation, judgment, order, writ,
decree or injunction applicable to Purchaser or any
of its properties or assets (including, without
limitation, the Assets), or

(iii) in a Material Violation of any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement,
or other instrument or obligation to which Purchaser
is a party or by which Purchaser or any of the Assets
may be bound or affected (a "Purchaser Agreement").

4.3. Consents and Approvals.

Except as set forth on Schedule 4.3, Purchaser is not required to
obtain any consent, approval, order, authorization, registration, declaration
from, or to make any filing with, any Governmental Entity or any other third
party in connection with (a) Purchaser's execution and delivery of this
Agreement or any document, agreement or instrument to be executed pursuant to
this Agreement or (b) the consummation by Purchaser of the transactions
contemplated hereby or thereby.

4.4. Litigation.

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consummation of the transactions contemplated hereby, (c) any approval, consent
or permission required to be obtained by Purchaser hereunder, (d) the ability of
Purchaser to perform its obligations under this Agreement or (e) the business or
operations of the Branch Office.

4.5. Finders or Brokers.

Purchaser has not paid or agreed to pay any fee or commission to any
agent, broker, finder or other person for or on account of services rendered as
a broker or finder in connection with this Agreement or the transactions covered
and contemplated hereby, including the sale of the premises known as 0000
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.

4.6. Estimates, Projections and Other Predictions.

It is understood that any cost estimates, projections or other
predictions which have been provided to Purchaser are not and shall not be
deemed to be representations or warranties of Seller. Purchaser acknowledges
that there are uncertainties inherent in attempting to make such estimates,
projections and other predictions, that Purchaser is familiar with such
uncertainties, that Purchaser is taking full responsibility for making its own
evaluation of the adequacy and accuracy of all estimates, projections and other
predictions so furnished to it, and that Purchaser shall have no claim against
anyone with respect thereto.

ARTICLE V
COVENANTS OF THE PARTIES

5.1. Business Obligations.

(a) Except as otherwise provided in this Agreement, or as required by
applicable law, between the date of this Agreement and the Closing Date:

Seller shall:

(i) conduct the business of the Branch Office and the
operations of Seller relating thereto in the ordinary
course of business, consistent with Seller's past
practice and applicable law, and consistent with
prudent banking practice,

(ii) maintain its books and records in accordance with
GAAP, and

(iii) use its reasonable efforts to preserve its present
business organization and relationships.

(b) Except as otherwise provided in this Agreement or as required by
applicable law, prior to the Closing Date, Seller shall not:

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(i) enter into or terminate any material contract or
agreement, or make any change in any of its material
contracts, including contracts related to the
operations and maintenance of the Branch Office,
except with the prior consent of Purchaser, which
shall not unreasonably be withheld;

(ii) directly contact any customer of the Branch Office
for the purpose of soliciting any of the Deposits;

(iii) increase in any manner the compensation or fringe
benefits of any of the Employees, except for general
salary increases in the ordinary course of business
consistent with past practice; and

(iv) fail to maintain the Branch Office in repair, order
and condition no worse than on the date of this
Agreement or fail to maintain insurance until the
Closing Date upon the Branch Office with respect to
the conduct of its business in amount and kind as now
in existence and, if not available at rates presently
paid by it, in such amount and kind as would be
appropriate in the exercise of good business
judgment.

5.2. Cooperation And Further Assurances.

The Seller and the Purchaser shall cooperate with each other and use
their respective best efforts to consummate the transactions contemplated
herein, and each shall take all reasonable actions necessary to accomplish such
transactions, including but not limited to the provision of any required notices
to depositors in respect of the Deposits. After the Closing Date, Seller and
Purchaser shall continue to provide reasonable assistance each to the other to
effectuate an orderly transfer to the Purchaser of the Deposits, Assets and
Liabilities, and in so assisting one another shall at any reasonable time and
from time to time upon the request of the other execute and deliver such further
documents, certificates, assignments, receipts, endorsements and instruments of
transfer as Purchaser or Seller (as the case may be) may reasonably require to
consummate the transactions contemplated hereby.

5.3. Legal and Regulatory Matters.

With respect to the making of filings to any Governmental Entity or
third party:

(a) Seller and Purchaser shall cooperate with each other and use their
best efforts to promptly prepare and file all necessary documentation; to effect
all applications, notices, petitions and filings; and to promptly obtain all
permits, consents, approvals, waivers and authorizations of all third parties
and Governmental Entities which are necessary or advisable to consummate the
transactions contemplated by this Agreement.

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(b) Within ten (10) calendar days after the execution of this
Agreement, Seller and Purchaser shall each file all the applications for the
regulatory approvals, consents, permits and authorizations which such party is
required to obtain in connection with the consummation of the transactions
contemplated by this Agreement.

(c) Subject to the applicable laws relating to the exchange of
information, Seller and Purchaser shall consult with each other and exchange
information in order to obtain all the permits, consents, approvals and
authorizations that are necessary or advisable to consummate the transactions
contemplated by this Agreement from all third parties and Governmental Entities.

(d) Seller and Purchaser will keep the other party apprised of the
status of all applications and filings.

(e) Except for any confidential portions thereof, the party responsible
for making a filing shall promptly (i) provide a copy of the filing, and any
supplement, amendment or item of additional information in connection with the
filing, to the other party and (ii) deliver a copy of each material notice,
order, opinion and other item of correspondence received by it from any
Governmental Entity to the other party.

(f) Purchaser and Seller shall promptly advise each other of any
communication received from a Governmental Entity which causes such party to
believe that there is a reasonable likelihood that a Requisite Regulatory
Approval will not be obtained or that the receipt of such approval will be
materially delayed.

5.4. Payment of Liabilities.

From and after the Closing Date, Purchaser shall pay all properly drawn
checks, drafts and non-negotiable withdrawal orders timely presented to it
(including without limitation those presented by mail, over the counter, or
through clearings) by depositors whose deposits or accounts on which such items
are drawn are Deposits. Payment of said items shall be made without regard to
whether the items are drawn on the check or draft forms provided by Seller or by
Purchaser. Further, Purchaser shall, in all other respects, discharge the duties
and obligations of Seller with respect to the balances due and owing to the
depositors whose accounts are assumed by Purchaser. The obligations set forth in
this section shall be in addition to the Purchaser's obligations under Sections
2.3 and 2.4.

5.5. Interest Reporting.

From January 1, 2001 through the Closing Date, Seller shall report all
interest credited to, interest withheld from, and early withdrawal penalties
charged to the Deposits. After the Closing Date and through the end of the
calendar year in which the Closing occurs, Purchaser shall report all interest
credited to, interest withheld from, and early withdrawal penalties charged to
the Deposits. Said reports shall be made to the holders of the Deposits and to
the applicable federal and state regulatory agencies.

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5.6. Consent Fees.

(a) Seller and Purchaser shall equally bear all fees required to obtain
the consents listed in Schedule 5.6 (except attorneys' fees and expenses), if
any, incurred in connection with the obtaining of third party consents for
transfer of the Assets from Seller to Purchaser and the assumption by Purchaser
of the liabilities of Seller specified herein.

5.7. Reports.

(a) Subsequent to the Closing Date, Purchaser shall make all the
reports that are required to be made in the ordinary course of business to any
Governmental Entity or otherwise with respect to the Branch Office, including
without limitation, federal, state and local income tax reporting of Retirement
Accounts, 1099 information returns and other required tax forms, and cash
transaction reports. Notwithstanding the foregoing, Purchaser's obligations with
respect to said reports shall only apply to the extent that any such reports
relate to matters occurring after the Closing Date.

(b) Seller shall have the obligation to make all such reports with
respect to matters occurring on the date of this Agreement through the Closing
Date.

(c) All reports shall be made to the holders of accounts and to the
applicable federal, state and local regulatory agencies.

5.8. Branch Account Report.

As soon as practicable after the date of this Agreement, Seller shall
furnish Purchaser with a report on electronic media of the Deposits as of
December 31, 2000 (the "Branch Account Report") which shall be correct in all
material respects. To the extent such information is maintained by Seller on its
computer systems, the Branch Account Report shall enumerate for each account
constituting a Deposit ("Branch Account"): (a) the taxpayer identification
number of the owner of the Branch Account, (b) the type of account, (c) the date
the Branch Account was opened, (d) the current interest rate paid on the Branch
Account, if any, (e) the balance of the Branch Account, (f) the term and
maturity of any Branch Account that is a certificate of deposit or similar time
deposit and (g) with respect to all ACH Accounts and ACH Items, all information
reasonably necessary to identify the owner of such account and the third party
which directly makes automated clearing house debits and credits to such
account.

5.9. General Notices to Depositors.

(a) Seller shall provide Purchaser with an intermediate customer list
of the accounts that are to be assumed by Purchaser pursuant to this Agreement.
The customer list shall contain information that is accurate as of the month-end
prior to the giving of the notice referred to in Section 5.9(b) of this
Agreement.

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(b) Within five (5) Business Days following the receipt of all of the
Requisite Regulatory Approvals (other than the expiration of all statutory
waiting periods relating thereto), Seller shall notify the holders of the
Deposits that are to be assumed under this Agreement that Purchaser will assume
the liability for the Deposits, subject to satisfaction of the conditions to
closing contained herein. The notifications shall be based on the list referred
to in Section 5.9(a) of this Agreement and a listing maintained at the Branch
Office of the new accounts opened since the date of such list. Seller shall
provide Purchaser with the documentation of such lists up to the date of
Seller's mailing. Prior to the Closing, Purchaser shall send notifications to
the appropriate holders setting out the details of its administration of the
assumed accounts. Each party shall obtain approval of its notification letter(s)
from the other party, and said approval shall not be unreasonably withheld. Each
party shall bear the cost of its own mailing.

(c) At least thirty (30) calendar days before the Closing Date, Seller
shall prominently and continuously display a sign in the Branch Office stating
that the Branch Office will be closed on the Saturday following the Closing Date
and will not reopen until the following Monday (unless such Monday is a bank
holiday, in which case the sign will indicate that the Branch Office will reopen
the following Tuesday). The contents and form of the sign shall be subject to
Purchaser's prior approval, which approval shall not be unreasonably withheld.
At a mutually agreeable time on the Closing Date, Seller shall provide Purchaser
and its agents access to the Branch Office in order for Purchaser to take such
steps as are necessary to enable Purchaser to reopen the Branch Office on the
date described above as a functioning branch office of Purchaser.

5.10. Insurance.

Following execution of this Agreement and until the Closing Date,
Seller shall maintain in full force and effect insurance policies relating to
the Branch Office and the Personal Property as described in this Section 5.10.
Seller represents and warrants to Purchaser that (a) such insurance will be
customary in type and amount for Assets of the nature just described, (b) such
insurance will be sufficient to replace (less any deductible amount) the Branch
Office or any of the Personal Property which are damaged, destroyed or lost on
or prior to the Closing Date and (c) such insurance will be "occurrence"
insurance, meaning that Seller or such lessors, as the case may be, will have
the enforceable right to submit and pursue claims and receive proceeds under
such insurance after the Closing Date with respect to events occurring prior to
Closing Date.

5.11. Use of Names, Trademarks and Service Marks.

(a) No interest in or right to use any logo, name, trademark or service
xxxx presently or previously used by Seller is being conveyed pursuant to this
Agreement.

(b) Purchaser agrees that from and after the Closing Date neither it
nor any of its affiliates (including the Branch Office) will use the name
"Xxxxxx Federal Savings Bank" or any similar name indicating affiliation after
the Closing with Seller or any of its

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affiliates, in connection with any business or activity engaged in by Purchaser
or any of its affiliates.

(c) Promptly after the Closing Date, Seller shall commence the removal
of the trade names, names, service marks, logos, insignia, slogans, emblems,
symbols, designs, and other identifying characteristics ("Names"), from all
premises, equipment, signs, interior decor items, fixtures and furnishings, and
from all printed materials and related business literature associated with the
Branch Office and the Personal Property acquired. The costs associated with such
removal shall be at the sole expense of Seller and shall be completed not later
than thirty (30) calendar days after the Closing Date.

5.12. Additional Contracts.

(a) From the date of this Agreement until the Closing Date, the parties
shall take the following actions for any contract or group of related contracts
which are related to the operations of the Branch Office or the other operations
that are the subject of this Agreement and which are to be assumed by the
Purchaser hereunder (an "Additional Contract").

(b) Prior to entering into an Additional Contract, Seller shall provide
written notice to Purchaser of its intention to enter into the Additional
Contract and shall afford Purchaser reasonable access to the documents relating
thereto.

(c) By 12:00 p.m. (New York City time) of the fifth Business Day
following notice by Seller, Purchaser shall state to Seller its decision as to
whether or not to accept such Additional Contract. The failure by Purchaser to
respond prior to 12:00 p.m. (New York City time) on such fifth Business Day
shall be deemed an acceptance of such Additional Contract.

(d) Any Additional Contracts accepted or deemed accepted by Purchaser
under this section, and any contract entered into by Seller subsequent to the
date hereof for which Seller is not required to notify Purchaser pursuant to the
terms of this section, shall be added to Schedule 2.1(f) and become part of the
Contracts to be assumed by Purchaser.

(e) Prior to entering into any other contract, Seller shall provide
reasonable written notice to Purchaser of its intention to enter into the
Contract and shall afford Purchaser reasonable access to the documents relating
thereto. Purchaser shall have a right to approve said Contract, which approval
shall not be unreasonably withheld.

5.13. Updating Schedules.

On the Closing Date, Seller shall deliver to Purchaser updated versions
of all Schedules hereto with the latest information available to Seller. Within
ten (10) calendar days after the Closing Date, Seller shall deliver to Purchaser
final versions of all

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appropriate Schedules and reports covering all transactions through the close of
business on the Closing Date.

5.14. General Conversion Matters.

Seller and Purchaser agree to the terms, covenants and conditions
related to the conversion of the Branch Office set forth in Exhibit B as though
such terms, covenants and conditions were set forth fully herein.

5.15. Covenant Not to Compete.

(a) For a period of twenty-four (24) months following the Closing Date,
Seller shall not solicit any deposit business of the Branch Office, or establish
a new branch office or other physical facility for the purpose of accepting
deposits within a two (2) mile radius of the Branch Office, or directly contact
any customer of the Branch Office as of the Closing Date for the purpose of
soliciting any deposit.

(b) For twenty-four (24) months following the Closing Date, Seller
shall not directly contact any customer of the Branch Office as of the Closing
Date for the purpose of soliciting any deposit or conducting general
solicitations specifically targeted to such customers.

(c) For twenty-four (24) months following the Closing Date, Seller
shall not directly contact any Employee of the Branch Office as of the Closing
Date for the purpose of re-hiring any Employee.

(d) Notwithstanding the foregoing, Seller may (i) acquire any thrift or
depositary institution, or the assets and/or liabilities thereof, which conducts
business in the geographic area covered by the Covenant Not to Compete, provided
not more than ten (10%) percent of the assets included in such acquisition are
located in the area covered by the Covenant Not To Compete, (ii) conduct general
solicitations and mailings that are not specifically targeted to such customers
and (iii) conduct solicitations and mailings to people who are depositors at a
branch of Seller other than the Branch Office (regardless of whether they are
also customers of the Branch Office). Moreover, and notwithstanding the
foregoing, after the Closing Date, Seller may sell, transfer or convey all or
substantially all its assets, or the shareholder of Seller may sell, transfer or
convey all or substantially all of the outstanding shares of stock of Seller, to
an unrelated third party, and said unrelated third party shall be bound by any
provision of this Section 5.15.

(e) The obligations of Seller created by this Section 5.15 are referred
to herein as the "Covenant Not To Compete."

ARTICLE VI
EMPLOYEE MATTERS

6.1. Employee Matters.

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(a) Purchaser shall make its best efforts to extend an offer of
employment to each Employee listed on Schedule 3.12.

(b) Seller shall use its reasonable efforts to deliver to Purchaser
with copies of the general employee benefit information, staff lists that
include title and hire date, all records relating to withholding and payment of
income and unemployment taxes (federal, state and local) and FICA taxes
(including, without limitation, Forms W-4, Forms I-9, Employee's Withholding
Allowance Certificate) with respect to wages paid by Seller during the 2000
calendar year, and other employee records with respect to Employees.

(c) Nothing in this Agreement shall be deemed to restrict the right of
the Purchaser to deal with the Employees as employees at will in the same manner
as it would be free to deal with such Employees in the absence of this
Agreement.

(d) Seller has no pension, profit-sharing, savings, bonus, incentive,
insurance, welfare or other employee benefit plan or policy (including, without
limitation, any such plan within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended) in which any Employee
participates, pursuant to which the Purchaser may incur liability, or have
liability attributed to it, under federal, state, or local law as a result of
the transactions contemplated by this Agreement.

(e) With respect to Benefit Plans which provide medical, dental,
health, accident or disability benefits or life insurance to the Employees,
Seller shall be responsible for all claims under such Benefit Plans which relate
to events occurring on or prior to the Closing Date and Purchaser shall not have
any obligations under such Benefit Plans.

(f) As of the Closing Date, Seller shall cause the accrual of benefits
on behalf of the Employees in each Benefit Plan to cease and no additional
benefits to be accrued thereunder for such Employees, and from and after the
Closing Date, Seller shall not have any obligation to make any contributions to
any Benefit Plan with respect to the Employees. Purchaser shall not have any
obligations under such Benefit Plans.

(g) Seller shall not discuss with the Employees the terms of their
prospective employment with Purchaser, without prior consent of Purchaser.

(h) Seller is providing COBRA coverage to all Employees who have timely
elected COBRA coverage and shall provide COBRA coverage to all Employees who in
the future elect COBRA coverage on account of a qualifying event which occurred
on or prior to the Closing Date within the time specified by COBRA. The Seller
shall have no liability to provide COBRA coverage to any employee on account of
a qualifying event that occurs after the Closing Date.

(i) During the period of time beginning on the date of receipt of all
of the Requisite Regulatory Approvals and continuing to the Closing Date, Seller
shall permit Purchaser to provide training and orientation to those Employees
who have agreed to

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accept employment with Purchaser subsequent to the Closing Date. Purchaser shall
reimburse Seller for the salary of any such Employee with respect to the period
during which such Employee is absent from the Branch Office for the purpose of
such training and orientation.

6.2. Notice of Closing.

Except as: (i) consented to by Seller, which consent shall not be
unreasonably withheld, or (ii) required in connection with the obtaining of the
Requisite Regulatory Approvals, prior to the Closing Date Purchaser shall not
give any notice or notification of the closing of the Branch Office, or be
responsible for any such notice or notification or the communication of any such
information to any person.

ARTICLE VII
CERTAIN TAX MATTERS

7.1. Certain Tax Matters.

(a) Except as otherwise provided in this section hereof (relating to
Transfer Taxes), Seller shall be responsible for the payment of all Taxes
relating to the Assets for all taxable periods that end prior to the close of
business on the Closing Date. Responsibility for Taxes relating to the Assets
for all taxable periods which include (but do not end on) the Closing Date shall
be allocated between Purchaser and Seller in accordance with the method of
Section 164(d) of the Code, as amended. The party which has the primary
obligation to do so under applicable law shall file any Tax Return that is
required to be filed in respect of Taxes described in this section, and that
party shall pay the Taxes shown on such Tax Return and notify the other party in
writing of the other party's share of Taxes for which it is responsible, if any,
of the Taxes shown on such Tax Return and how such Taxes and share were
calculated, which the other party shall reimburse by wire transfer of
immediately available funds no later than ten (10) calendar days after receipt
of such notice.

(b) Purchaser shall pay all transfer, recording, sales, use (including
all bulk sales taxes) and other similar taxes and fees (collectively, the
"Transfer Taxes") arising out of or in connection with the transactions effected
pursuant to this Agreement, other than such Taxes as are calculated with
reference to the income or gain of the Seller. The party which has the primary
obligation to do so under applicable law shall file any Tax Return that is
required to be filed in respect of Taxes described in this section, and
Purchaser shall pay the Taxes shown on such Tax Return and notify Seller in
writing of Seller's share of Taxes for which Seller is responsible, if any, of
the Taxes shown on such Tax Return and how such Taxes and share were calculated,
which Seller shall reimburse by wire transfer of immediately available funds no
later than ten (10) calendar days after receipt of such notice.

(c) Seller and the Purchaser shall provide each other with such
assistance as reasonably may be requested by either of them in connection with
(i) the preparation of any Tax Return, or (ii) any audit or other examination by
any taxing authority, or any

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judicial or administrative proceedings relating to liability for Taxes. The
party requesting assistance hereunder shall reimburse the other party for
reasonable out-of-pocket expenses incurred in providing such assistance,
provided, however, that, for purposes of receiving reimbursement, no independent
contractors, such as accountants or attorneys, shall be consulted without the
written consent of the party requesting assistance, which consent shall not be
unreasonably withheld.

(d) Seller shall deliver to the Purchaser at the Closing a true,
correct and complete affidavit which meets the requirements of Treasury
Regulation Section 1.1445-2(b)(2) and which attests to Seller's non-foreign
status (the "FIRPTA Affidavit"). If Purchaser receives the FIRPTA Affidavit at
the Closing, Purchaser shall not withhold any of the consideration paid to
Seller under this agreement pursuant to Section 1445 of the Code (and
regulations thereunder).

7.2. Bulk Sales Procedures and Sales Tax.

Seller and Purchaser hereby waive compliance with the bulk sale
notification provisions contained in Section 1141(C) Article 28 of the New York
State Sales and Use Tax Law applicable to the transactions contemplated by this
Agreement. Seller (and its successors and assigns) shall indemnify and hold
harmless Purchaser from and against any sales or use tax liability of Seller
asserted against Purchaser as a result of non-compliance with such bulk sales
tax notification provision, other than liability for sales or use tax imposed
upon the sale of the Assets pursuant to this Agreement, the payment of which
shall be made by Purchaser and Seller as provided in Section 7.1(b).

ARTICLE VIII
OBLIGATIONS OF PARTIES ON THE CLOSING DATE

8.1. Closing Date/Closing.

(a) Except as otherwise hereinafter provided, the Closing Date (the
"Closing Date") shall be the second Friday upon which all conditions set forth
in this Agreement are satisfied or waived or such other date as may be mutually
agreeable to the parties hereto. The parties agree that they shall use
reasonable best efforts, and take all necessary actions to do so, in order to
close the transactions contemplated hereby on or prior to May 18, 2001.

(b) The delivery of the instruments of assignment and transfer to be
delivered by Seller and payment by Seller of the amount set forth under this
Agreement, delivery of the instruments of assumption to be delivered by
Purchaser, and the other transactions herein contemplated to take place
concurrently with such deliveries, assumptions, and payments (the "Closing"),
shall take place on the Closing Date, at 10:00 a.m. (New York city time), at the
offices of Xxxxxx Federal Savings Bank, Seller, 00 Xxxx 000xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx (or at such other time and place as are agreed to by the parties), and
all such deliveries, assumptions, and payments shall be effective as of the
close of business on the Closing Date.

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(c) At the Closing, any funds to be paid on the Closing Date shall be
paid by wire transfer of immediately available funds on the Closing Date as
early as possible and, in any event, before 1:00 p.m. (New York City time) on
the Closing Date, and, no effect shall be given to any assignment or assumption
by Seller or Purchaser contained in this Agreement until Seller's wire transfer
of funds is actually received on the Closing Date.

(d) Any deliveries, assignments, or transfers required under this
Agreement, other than the foregoing, shall be made at the time and date
specified in this Agreement (and where no time is specified, on or before the
close of business on the date specified) and in the manner and place specified
in this Agreement (or, where not specified, in the manner and place as may be
reasonably requested in writing by the party that is to receive such delivery,
assignment or transfer).

(e) The payment of the Final Transfer Amount, to the extent based on
any of the items to be reflected on the Post-Closing Schedule, shall be
determined as of the close of business on the Closing Date.

8.2. Obligations of Seller on the Closing Date.

On the Closing Date, Seller shall:

(a) deliver to Purchaser the Records referred to in Section 2.1(e), to
the extent that any such Records are not located at the Branch Office;

(b) execute, acknowledge and deliver to Purchaser (i) a Xxxx of Sale
substantially similar in form and substance to Exhibit C attached hereto and
made a part hereof and (ii) all such endorsements, assignments, bills of sale,
and other instruments of conveyance, assignment and transfer as shall be
reasonably necessary or advisable to consummate the sale and transfer to
Purchaser of the assets to be sold hereunder and, as appropriate, in recordable
form; and

(c) execute, acknowledge and deliver to purchaser a deed and other
instruments as set forth in Exhibit "G", attached hereto and made a part hereof.

8.3. Obligations of Purchaser on the Closing Date.

On the Closing Date, Purchaser shall execute, acknowledge and deliver
to Seller and all such other instruments as shall be reasonably necessary or
advisable to consummate the sale and transfer of assets to Purchaser and the
assumption of Assumed Liabilities by Purchaser; and execute, acknowledge and
deliver to Seller all instruments, as set forth in Exhibit "G", attached hereto
and made a part hereof.

ARTICLE IX
CONDITIONS TO EACH PARTY'S OBLIGATIONS

The obligations of the parties under this Agreement are subject to the
satisfaction, on or before the Closing Date, of the following conditions:

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9.1. Approval of Governmental Authorities.

All regulatory approvals required to consummate the transactions
contemplated hereby were obtained and remain in full force and effect, and all
applicable statutory waiting periods expired (all such approvals and the
expiration of all such waiting periods being referred to herein as the
"Requisite Regulatory Approvals").

9.2. No Injunctions or Restraints.

There is no order, injunction or decree issued by a court or agency of
competent jurisdiction or other legal restraint or prohibition (an "Injunction")
preventing the consummation of the transactions contemplated by this Agreement
in effect.

9.3. Illegality.

There is no statute, rule, regulation, order, injunction or decree
enacted, entered, promulgated or enforced by any Governmental Entity which
prohibits, restricts or makes illegal consummation of the transactions
contemplated by this Agreement.

ARTICLE X
CONDITIONS TO PURCHASER'S OBLIGATIONS

The obligations of Purchaser under this Agreement are subject to the
satisfaction or waiver, on or before the Closing Date, of the following
conditions:

10.1. Representations and Warranties True; Obligations Performed.

(a) The representations and warranties made by Seller in this Agreement
shall be true and correct, in all material respects as of the date of this
Agreement (except to the extent such representations and warranties speak as of
an earlier date) all of the representations and warranties made by Seller in
this Agreement shall be true and correct in all material respects as of the
Closing Date at and as though such representations and warranties were made as
of the Closing Date, provided, however, that neither party shall be relieved of
any obligation hereunder as a result of such party's own error, misstatement or
omission, and provided, however, that nothing contained in this section 10.1(a)
shall be deemed to preclude, or otherwise limit, the right of Purchaser to be
indemnified for any breach of a representation or warranty by Seller in
accordance with the provisions of Article XII hereof.

(b) Seller shall have performed and complied in all material respects
with all obligations, covenants and agreements required by this Agreement to be
performed or complied with by it on or prior to the Closing Date.

(c) Seller shall have delivered to Purchaser a certificate of an
executive officer of Seller, dated the Closing Date, certifying to the
fulfillment of the foregoing conditions.

10.2. Opinion of Counsel.

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Purchaser shall have received an opinion of counsel for Seller, dated
the Closing Date, with respect to the matters set forth on Exhibit E attached
hereto.

10.3. No Pending Proceedings or Governmental Actions.

There shall be no actions, suits or proceedings pending which, if
adversely decided, would have a Material Adverse Effect, and there shall be no
pending proceeding, initiated by any Governmental Entity, seeking an Injunction.

10.4. Consents.

All of the consents contemplated by Schedule 3.3 (other than those
contemplated by Section 9.1) shall have been obtained by Seller, except for such
third party consents the failure of which to obtain would not have a Material
Adverse Effect.

ARTICLE XI
CONDITIONS TO SELLER'S OBLIGATIONS

The obligations of Seller under this Agreement to be performed at the
Closing shall be subject to the satisfaction or waiver, on or before the Closing
Date, of the following conditions:

11.1. Representations and Warranties True; Obligations Performed.

(a) The representations and warranties made by Purchaser in this
Agreement shall be true and correct, in all material respects, as of the date of
this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though such
representations and warranties were made at and as of such date.

(b) Purchaser shall have performed and complied in all material
respects with all obligations and agreements required by this Agreement to be
performed or complied with by it prior to or at the Closing Date.

(c) Purchaser shall have delivered to Seller a certificate of an
executive officer of Purchaser, dated the Closing Date, certifying to the
fulfillment of the foregoing conditions.

11.2. Opinion of Counsel.

Seller shall have received an opinion of counsel for Purchaser, dated
the Closing Date, with respect to the matters set forth on Exhibit F attached
hereto.

11.3. No Pending Proceedings or Governmental Actions.

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There shall be no actions, suits or proceedings pending which, if
adversely decided, would have a Material Adverse Effect and there shall be no
pending proceeding, initiated by any Governmental Entity, seeking an Injunction.

11.4. Consents.

All of the consents contemplated by Schedule 4.3 (other than those
contemplated by Section 9.1) were obtained by Purchaser, except for such third
party consents the failure of which to obtain would not have a Material Adverse
Effect.

ARTICLE XII
INDEMNIFICATION

12.1. Seller to Indemnify.

Seller agrees to indemnify, hold harmless and defend Purchaser, and
Purchaser's directors, officers, subsidiaries, successors and assigns, and
"Affiliates," as such term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (collectively, the "Purchaser's Indemnified
Parties"), on an after tax basis, from and against any and all claims, losses,
liabilities, costs and expenses, including legal fees and expenses, damages,
expenditures, proceedings, judgments, awards, demands and obligations to third
parties ("Losses") of any kind whatsoever which may at any time be incurred by,
imposed upon, or asserted or awarded against Purchaser's Indemnified Parties
that:

(a) arise out of or result from the breach or inaccuracy of any
representation or warranty made by Seller in this Agreement (which shall include
the Exhibits and Schedules attached hereto) or any certificate delivered to
Purchaser hereunder,

(b) arise out of or resulting from any breach or failure to comply with
any covenant made by Seller in this Agreement,

(c) arise out of or resulting from or based upon any Excluded Asset and
any asset other than the Assets or any Excluded Liability,

(d) are a claim, liability, obligation or penalty related to the
Deposits transferred pursuant to this Agreement arising out of or relating to
Seller's preparation or submission (or failure to prepare or submit) of the
information, returns or reports required by applicable laws with respect to
periods prior to the Closing Date, except, to the extent that such claim,
liability or obligation is caused by Purchaser's negligence,

(e) are a claim, liability, obligation, Tax contract or commitment
arising out of or relating to any of the Assets, the Branch Office, or Seller or
its business or operations, except to the extent specifically assumed by
Purchaser hereunder,

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(f) are a claim or liability asserted, by any former employee of Seller
relating to any condition which existed in the Branch Office during the time
that Seller operated such Branch Office and Seller employed such employee,

(g) are a claim or liability arising out of Seller's failure to
properly record accrued interest on the Deposits prior to the Closing Date, or

(h) are based upon any action taken or omitted to be taken by Seller
prior to the close of business on the Closing Date or (except to the extent
specifically otherwise provided herein) resulting from or arising in connection
with any transaction or event occurring prior to the Closing.

12.2. Purchaser to Indemnify.

Purchaser agrees to indemnify, hold harmless and defend Seller, and
Seller's directors, officers, subsidiaries, successors and assigns, and
Affiliates (collectively, the "Seller's Indemnified Parties"), on an after tax
basis, from and against any and all Losses of any kind whatsoever which may at
any time be incurred by, imposed upon, or asserted or awarded against the
Seller's Indemnified Parties that:

(a) arise out of or result from the breach or inaccuracy of any
representation or warranty made by Purchaser in this Agreement (which shall
include the Exhibits and Schedules attached hereto) or any certificate delivered
to Seller hereunder,

(b) arise out of or result from any breach or failure to comply with
any covenant made by Purchaser in this Agreement,

(c) are sustained or incurred by the Seller's Indemnified Parties by
reason of any failure of the Purchaser to pay, perform or otherwise discharge
the Assumed Liabilities,

(d) are based upon any action taken or omitted to be taken by Purchaser
subsequent to the Closing or (except to the extent specifically otherwise
provided herein) resulting from or arising in connection with any transaction or
event occurring subsequent to the Closing, or

(e) are for sales tax attributable to the Personal Property.

12.3. Procedure for Indemnification.

(a) if a party entitled to be indemnified under this Agreement (an
"Indemnitee") receives notice of the assertion by an unaffiliated third party (a
"Third Party") of any claim or potential liability or of the commencement by any
such person of any action or proceeding (a "Third Party Claim") with respect to
which another party hereto (an "Indemnifying Party") is obligated to provide
indemnification, the Indemnitee shall give the Indemnifying Party prompt notice
thereof after becoming aware of such

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Third Party Claim. Such notice shall describe the Third Party Claim in
reasonable detail and shall indicate the amount (estimated if necessary) of the
Loss that has been or may be sustained by the Indemnitee. Such notice shall be a
condition precedent to any liability of the Indemnifying Party for any Third
Party Claim under the provisions for indemnification contained in this
Agreement; provided, however, that the failure of the Indemnitee to give prompt
notice to the Indemnifying Party of such Third Party Claim shall adversely
affect the Indemnitee's rights to indemnification hereunder solely to the extent
that such failure prejudices the Indemnifying Party in the defense of such Third
Party Claim.

(b) The Indemnifying Party may elect to compromise or defend, at such
Indemnifying Party's own expense and by such Indemnifying Party's own counsel,
any Third Party Claim. If the Indemnifying Party elects to compromise or defend
such Third Party Claim, it shall, within thirty (30) calendar days after
receiving notice of the Third Party Claim, notify the Indemnitee of its intent
to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying
Party, in the compromise of, or defense against, such Third Party Claim. If the
Indemnifying Party elects not to compromise or defend against the Third Party
Claim, or fails to notify the Indemnitee of its election as herein provided, or
otherwise abandons the defense of such Third Party Claim, (i) the Indemnitee may
pay (without prejudice of any of its rights as against the Indemnifying Party),
compromise or defend such Third Party Claim and (ii) the costs and expenses of
the Indemnitee incurred in connection therewith shall be indemnifiable by the
Indemnifying Party pursuant to the terms of this Agreement.

(c) In addition, in connection with any Third Party Claim in which the
Indemnitee shall reasonably conclude, based upon an opinion of its counsel, that
(i) there is a conflict of interest between the Indemnifying Party and the
Indemnitee in the conduct of the defense of such Third Party Claim or (ii) there
are specific defenses available to the Indemnitee which are different from or
additional to those available to the Indemnifying Party and which could be
materially adverse to the Indemnifying Party, then the Indemnitee shall have the
right to retain separate counsel in connection with such Third Party Claim. In
such an event, the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel to each of the Indemnifying Party and the Indemnitee.

(d) Notwithstanding the foregoing, neither the Indemnifying Party nor
the Indemnitee may settle or compromise any claim (unless the sole relief
payable to a Third Party in respect of such Third Party Claim is monetary
damages that are paid in full by the party settling or compromising such claim)
over the objection of the other, provided, however, that consent to settlement
or compromise shall not be unreasonably withheld.

(e) In any event, except as otherwise provided herein, the Indemnitee
and the Indemnifying Party may each participate, at its own expense, in the
defense of such Third Party Claim.

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(f) If the Indemnifying Party chooses to defend any claim, the
Indemnitee shall make available to the Indemnifying Party any personnel or any
books, records or other documents within its control that are reasonably
necessary or appropriate for such defense, subject to the receipt of appropriate
confidentiality agreements.

(g) Notwithstanding anything to the contrary stated hereinabove in this
section, in the event prompt action is required with respect to the defense of a
Third Party Claim, the Indemnitee shall, subject to the terms and conditions of
this Article, have the right to assume the defense of such Third Party Claim;
provided, however, that in the event that the Indemnifying Party subsequently
elects to assume the defense of such Third Party Claim, then the provisions set
forth hereinabove shall be applicable and the Indemnifying Party shall, subject
to the terms and conditions of this Article, reimburse the Indemnitee for any
costs and expenses incurred by the Indemnitee prior to the date the Indemnifying
Party assumes control of such Third Party Claim.

(h) Notwithstanding the foregoing, if an offer of settlement or
compromise is received by or communicated to the Indemnifying Party with respect
to a Third Party Claim and the Indemnifying Party notifies the Indemnitee in
writing of the Indemnifying Party's willingness to settle or compromise such
Third Party Claim on the basis set forth in such notice and the Indemnitee
declines to accept such settlement or compromise, the Indemnitee may continue to
contest such Third Party Claim, free of any participation by the Indemnifying
Party, at the Indemnitee's sole expense. The obligation of the Indemnifying
Party to the Indemnitee with respect to such Third Party Claim shall be equal to
the lesser of (i) the amount of the offer of settlement or compromise which the
Indemnitee declined to accept plus the costs and expenses of the Indemnitee
prior to the date the Indemnifying Party notifies the Indemnitee of the
Indemnifying Party's willingness to settle or compromise such Third Party Claim
or (ii) the amount the Indemnitee is obligated to pay as a result of the
Indemnitee's continuing to contest such Third Party Claim including costs and
expenses with respect thereto; and the Indemnifying Party shall be entitled to
recover (by set-off or otherwise) from the Indemnitee any additional expenses
incurred by the Indemnifying Party as a result of the Indemnitee's decision to
continue to contest such Third Party Claim.

(i) Any claim on account of a Loss, which does not involve A Third
Party Claim, shall be asserted by a written notice given by the party claiming
indemnity to the party from which indemnity is claimed. The recipient of such
notice shall have a period for sixty (60) calendar days within which to respond
thereto. If such recipient does not respond within such 60-day period, such
recipient shall be deemed to have accepted responsibility to make payment,
subject to the provisions hereof, and shall have no further right to contest the
validity of such claim. If the recipient does respond within such 60-day period
and rejects such claim in whole or in part, the party claiming indemnity shall
be free to pursue such remedies as may be available to such party by applicable
law.

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(j) If the amount of any Loss shall, at any time subsequent to payment
of indemnification pursuant to this Agreement, be reduced by receipt of
insurance proceeds by the Indemnitee in respect of such Loss, the amount of such
reduction less any expenses incurred in connection therewith shall promptly be
repaid by the Indemnitee to the Indemnifying Party.

(k) Notwithstanding anything to the contrary contained in this
Agreement, no claim shall be made against Seller for indemnification under
Section 12.1(a) with respect to any loss which any of Purchaser's Indemnified
Parties may suffer, incur or sustain unless the aggregate of all such losses
described in Section 12.1(a) shall exceed $15,000 (the "Indemnification
Amount"), and Seller shall only be required to pay or be liable for any such
losses described in Section 12.1(a) to the extent that their aggregate amount
exceeds the Indemnification Amount, and then only with respect to Losses
incurred in excess of such amount, provided, however, that the Indemnification
Amount limitation contained in this Section 12.3(k) shall not apply to, and
Purchaser's Indemnified Parties shall be entitled to dollar-for-dollar recovery
with respect to, losses suffered, incurred or sustained which arise out of,
result from or are attributable to breaches of the representations contained in
Sections 3.09, 3.11 or 3.13.

12.4. Production of Witnesses.

Following the Closing, each party shall use its best efforts to make
available to the other party, upon written request, its employees and agents as
witnesses to the extent that any such person may be reasonably required in
connection with any legal, administrative or other proceedings in which the
requesting party may from time to time be involved.

12.5. Survival.

No rights to indemnification with respect to breaches of the
representations and warranties of the parties contained in this Agreement shall
be asserted by any party unless notice thereof is given on or before the date
such representation or warranty no longer survives as provided in this Section
12.5. The representations and warranties of Seller, on the one hand, and of
Purchaser, on the other hand, contained in this Agreement or in any certificate
or instrument delivered pursuant to this Agreement shall survive the Closing
Date and shall expire on the first anniversary of the Closing Date.

ARTICLE XIII
TERMINATION

13.1. Methods of Termination.

This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing:

(a) by mutual written consent of Seller and Purchaser;

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44

(b) by either Seller or Purchaser, upon written notice to the other, if
the transactions contemplated by this Agreement are not consummated on or before
June 29, 2001 (the "Termination Date"), unless the failure of such occurrence is
due to the failure of the party seeking to terminate this Agreement to perform
or to observe the agreements set forth herein at or before the Closing;

(c) by either Seller or Purchaser, upon written notice to the other, if
there is a material breach of an obligation of the other party hereunder and
such breach is not remedied within thirty (30) calendar days after receipt by
such breaching party of notice in writing from the non-breaching party,
specifying the nature of such breach and requesting that it be remedied;

(d) by either Seller or Purchaser, upon written notice to the other, if
any court or governmental authority of competent jurisdiction issues a final
unappealable order prohibiting consummation of any material transaction
contemplated hereby;

(e) by either Seller or Purchaser, upon written notice to the other,
following the expiration of thirty (30) calendar days after any Governmental
Entity shall have denied or refused to grant the approvals or consents required
to be obtained pursuant to this Agreement, unless within said thirty (30) day
period Purchaser and Seller agree to submit or resubmit an application to, or
appeal the decision of, the regulatory authority which denied or refused to
grant approval thereof; or

(f) In the event that Seller cannot convey marketable title pursuant to
Section 6.1 of Exhibit "G." or Seller cannot cure Objections pursuant to Section
6.2 of Exhibit "G." 13.2. Effect of Termination.

In the event of the termination and abandonment of this Agreement
pursuant to Section 13.1 hereof, this Agreement shall become void and have no
effect, without any liability on the part of any party to this Agreement or its
Affiliates, directors, officers or stockholders, other than the provisions of
this Section 13.2, Section 14.4 and the confidentiality provisions of Section
5.2(a), provided however,

(i) a termination of this Agreement shall not defeat or
impair the right of any party to pursue such relief
as may otherwise be available to it on account of any
willful breach of this Agreement or any of the
representations, warranties, covenants or agreements
contained in this Agreement;

(ii) in recognition of the efforts, expenses and other
opportunities foregone by the Seller while
structuring the transactions contemplated by this
Agreement, the parties agree that Purchaser shall pay
to Seller a fee of 1/2 % (one half of one percent) of
the Deposits at December 31, 2000 in cash on demand
if the Closing does not occur by June 29, 2001 for
any reason unless (A) the

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Closing would have occurred but for the failure to
occur of a condition to Purchaser's obligations
hereunder set forth in Article X or (B) the Requisite
Regulatory Approvals are not obtained; and (iii) in
recognition of the expenses incurred by Purchaser,
the parties agree that Seller shall pay to Purchaser
-1/2% (one half of one percent) of the Deposits at
December 31, 2000 in cash on demand if the Closing
does not occur by June 29, 2001 for any reason unless
(A) the Closing would have occurred but for the
failure to occur of a condition to Seller's
obligations hereunder set forth in Article XI or (B)
the Requisite Regulatory Approvals are not obtained.

ARTICLE XIV
GENERAL PROVISIONS

14.1. Entire Agreement; Modification; Waiver.

This Agreement, including all Exhibits and Schedules hereto,
constitutes the entire agreement of the parties pertaining to the subject matter
contained herein and this Agreement supersedes all prior or contemporaneous
agreements, representations and understandings of the parties. No supplement,
modification or amendment to, or waiver of this Agreement shall be binding
unless executed in writing by Seller and Purchaser. No waiver of any provision
of this Agreement shall be deemed or shall constitute a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing
waiver.

14.2. Counterparts.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

14.3. Headings.

The headings of the Sections, Articles, Exhibits and Schedules of this
Agreement are inserted for convenience only and shall not constitute a part of
this Agreement.

14.4. Payment of Expenses.

Except as otherwise provided in this Agreement, whether or not the
transactions contemplated hereby are consummated, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs and expenses.

14.5. Governing Law.

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This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to the principles of
conflict of laws thereof.

14.6. Addresses of Notice.

All notices, requests, demands and other communications provided for
under this Agreement and under the related documents shall be in writing
(including telegraphic communication) and mailed (by registered or certified
mail, return receipt requested, or delivered by Federal Express or other similar
express overnight delivery service), or telegraphed, telecopied or delivered to
the applicable party at the addresses indicated below.

If to Purchaser:

City National Bank of New Jersey
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, President and Chief Executive
Officer
Telecopier: (000) 000-0000
With a copy to:

Xxx Xxxxxxxx, Esq.
St. Xxxx & Xxxxx L.L.C.
0 Xxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Telecopier: (000) 000-0000
If to Seller:

Xxxxxx Federal Savings Bank
00 Xxxx 000xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx,
President and Chief Executive Officer
Telecopier: (000) 000-0000

With a copy to: Xxxx Xxxxxxxxx, Esq.
Xxxxxxx Xxxxxxxx & Xxxx
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000

or, to each party, at such other address that party designates in a written
notice to the other party in accordance with this section. All such notices,
requests, demands or other communications shall be deemed delivered (i) if sent
by messenger, upon personal delivery to the party to whom the notice is
directed, (ii) if sent by telecopier, upon

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electronic or telephonic confirmation of receipt from the receiving telecopier
machine, (iii) if sent by reputable overnight courier, one (1) Business Day
after delivery to such courier, or (iv) if sent by mail, three (3) Business Days
following deposit in the United States mail, postage prepaid, certified mail,
return receipt requested.

14.7. Publicity.

Except as may be required by law or by the rules or regulations of any
governmental authority or securities exchange prior to the Closing Date, neither
party shall, directly or indirectly, make or cause to be made any public
announcement or disclosure, or issue any notice, relating to any of the
transactions contemplated by this Agreement, unless approved by the other in
advance. Both parties will limit the distribution of information relative to
this transaction to those persons who must be aware of the Agreement for the
performance of their duties.

14.8. Severability.

If any paragraph, section, sentence, clause, phrase, word or covenant
contained in this Agreement shall become illegal, null or void, or against
public policy, for any reason, or shall be held by any court of competent
jurisdiction to be illegal, null or void, or against public policy, the
remaining paragraphs, sections, sentences, clauses, phrases, words and covenants
contained in this Agreement shall not be affected.

14.9. Enforcement of the Agreement.

The parties agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which they are entitled at law or in
equity.

14.10. Binding Nature; Assignment.

This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors and assigns. Neither party shall
assign or otherwise transfer any rights or obligations under this Agreement
without the express written consent of the other party; provided, however, that
either party may assign its rights or obligations under this Agreement to any
Affiliate of such party; provided, further, that no such assignment shall
relieve the assigning party of its obligations hereunder.

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14.11. No Third Party Rights.

This Agreement is not intended, nor shall it be construed, to create
any express or implied third party beneficiary rights in any person, including
present or former employees of Seller, the Employees, or any beneficiaries or
dependents thereof.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

SELLER:

Xxxxxx Federal Savings Bank

By:
-------------------------------------
Xxxxxxx X. Xxxxxx
President and Chief Executive Officer

PURCHASER:

City National Bank of New Jersey

By:
-------------------------------------
Xxxxx X. Xxxxxxx
President and Chief Executive Officer

50
EXHIBIT A

BRANCH OFFICE

East New York Branch Office
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
51
ASSET PURCHASE AND SALE AGREEMENT

EXHIBIT B

General Conversion Matters

(a) Taxpayer Information. Seller shall deliver to Purchaser within
three (3) Business Days after the Closing Date (a) TINs (or record of
appropriate exemption) for all holders of Accounts and (b) all other information
in Seller's possession or reasonably available to Seller required by applicable
law to be provided to the IRS with respect to the Assets and Deposits and the
holders thereof (collectively, the "Taxpayer Information"). In addition,
"Taxpayer Information" should be included in all test tapes as well.

(b) Data Processing Tapes and File Packages.

(i) No later than thirty (30) calendar days following the
execution of this Agreement, Seller will provide
Purchaser with written layouts for all files and tape
records of all account types at the Branch Office,
initial data processing test file packages, and
related product and marketing information.

(ii) On the day immediately prior to the Closing Date,
Seller will provide Purchaser with magnetic tapes for
the conversion of the data processing for the
Deposits.

(iii) Data processing conversion will occur on the calendar
day following the Closing Date.

(iv) Seller and Purchaser shall cooperate with one another
in order to ensure the orderly transfer of all data
processing information. If Seller uses third party
data processing services to support Seller's
pre-closing or closing activities, Seller shall be
responsible for ensuring that all such third party
processing services are provided for the benefit of
Purchaser. If Purchaser expects to use third party
data processing services to support post-closing
activities, Purchaser shall be responsible for
ensuring that all such third party processing
services are provided, and Seller shall cooperate
with Purchaser to ensure that the services are
provided by the third parties.

(v) Within ninety (90) calendar days following the
Closing Date, to the extent that Seller has such
items and information in its possession, Seller shall
deliver to Purchaser information with respect to the
Deposits for the three (3) annual periods ending
December 31 of the previous three (3) years and the
period elapsed of the current year through the
Closing Date. Such information shall be

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52
delivered in the format (whether tape or microfiche)
on which such information is maintained by Seller,
and such information shall include, with respect to
each Deposit account, as applicable and to the extent
Seller has such information in its possession,
customer name, account number, taxpayer
identification number, deposit type, account opening
date, average collected balance, current balance,
branch code, interest method and frequency, maturity
date, last rollover date, term, and next interest
payment due date.

(c) Missing Taxpayer Identification Numbers. At or prior to the Closing
Date, Seller shall provide Purchaser with a list of all Deposits with respect to
which notice was received from the Internal Revenue Service stating that the
taxpayer identification number is missing or incorrect. Said list shall also set
forth the date on which the notice was received by Seller.

(d) Assumption of XXX Deposits. With respect to Deposits which are
IRAs, Seller will use its reasonable efforts and will cooperate with Purchaser,
both before and after the Closing, in taking whatever actions are reasonably
necessary to accomplish the appointment of Purchaser as successor
trustee/custodian, such appointment to be effective as of the Closing Date,
including but not limited to sending to the depositors thereof appropriate
notices, cooperating with Purchaser in soliciting consents from such depositors
to the extent required, and filing any appropriate applications with applicable
regulatory authorities. Upon appointment as successor trustee/custodian by
Seller and, after the Closing Date, Purchaser shall succeed to the rights,
obligations, properties, assets, investments, deposits, agreements and trusts of
Seller under such IRAs, all to the same extent as though Purchaser had
originally assumed such appointments; provided that Purchaser shall have no
liability for any action or failure to act by Seller with respect to IRAs that
occurred on or prior to the Closing Date.

(e) Retirement Accounts. Seller shall provide Purchaser with the trust
documents for the Retirement Accounts assumed by Purchaser under Article II of
this Agreement.

(f) Assumption of Business Retirement Plan ("BRP") deposits. With
respect to Purchaser's proposed assumption of BRP accounts which are Xxxxx
accounts, Seller shall cooperate with Purchaser to invite Depositors to direct a
transfer of each such depositor's Xxxxx account and the related BRP account to
Purchaser, as Trustee thereof, with Purchaser to succeed as Trustee under the
Seller's current form of Xxxxx plan with respect to each Xxxxx account.
Notwithstanding the foregoing, (i) Purchaser shall have no liability for any
action or failure to act by Seller with respect to Xxxxx accounts that occurred
on or prior to the closing date and (ii) Purchaser will not assume any BRP
accounts which are Xxxxx accounts (and such BRP accounts will not be considered
in calculating the payments to be made pursuant to Article II) unless Purchaser
has received the documents necessary for such assumption or transfer at or
before the closing. With respect to Depositors who do not appoint a successor
Trustee, Seller will use its

B-2
53
reasonable efforts after closing in order to enable purchaser to retain such
Xxxxx accounts at the branch office.

(g) Automatic Teller Machine ("ATM") access cards. As of the close of
business on the Closing Date, all ATM access cards issued by Seller to customers
of the Branch Office shall be void. In connection with the notices to Depositors
described in Section 5.9 of this agreement, at least thirty (30) calendar days
prior to the Closing Date, Seller shall notify Branch Office customers in
writing of such cancellation of the ATM access cards. At least sixty (60)
calendar days prior to the Closing Date, Seller agrees to provide the necessary
data tapes required to accommodate the processing of ATM cards. The ATM access
card data will be provided by Seller in the format that is maintained by Seller.
Purchaser may issue, but it may not activate, ATM access cards to Depositors
prior to the closing date. Except as otherwise permitted in this agreement,
Seller shall take such other actions as are necessary to limit the Branch Office
customers' access to funds transferred to Purchaser after the Closing Date.

(h) Schedule of Holds and Stop Payments. At the Closing, Seller will
deliver to Purchaser a schedule of holds and stop payments placed on particular
accounts or individual checks at the Branch Office and the terms of such holds.
Such schedule should also be included in the test data.

(i) Certain Items Credited For Deposit. After the Closing Date, any
items (other than those issued by the federal, state or local government or any
related entity) that were credited for deposit to an account at the Branch
Office prior to the Closing Date and are returned unpaid and any checks issued
by the federal, state, or local government or any related entity that were
credited for deposit to an account at the Branch Office prior to the Closing
Date and are returned unpaid ("Returned Items") will be handled in the following
manner:

(i) If Purchaser's bank account is charged for the
Returned Item and there are sufficient funds in the
account to which such Returned Item was credited or
any other accounts on deposit at the Branch Office or
at any other branch office of Purchaser standing in
the name of the party liable for such item, Purchaser
will, to the extent legally permissible, debit any or
all of such accounts an amount equal in the aggregate
to the Returned Item. If Purchaser's bank account is
charged for the Returned Item and there are not
sufficient funds in the account, Purchaser shall
attempt to obtain reimbursement from the account to
which, or from the party to whom, the Returned Item
was credited; and

(ii) If Seller's bank account is charged for the Returned
Item and there are sufficient funds in the account to
which such Returned Item was credited or any other
accounts on deposit at the Branch Office or at any
other branch office of Purchaser standing in the name
of

B-3
54
the party liable for such item, Purchaser shall, to
the extent legally permissible, debit any or all of
such accounts an amount equal in the aggregate to
such Returned Item and shall repay that amount to
Seller. If those accounts do not contain funds
sufficient to reimburse Seller fully or Purchaser is
otherwise unable to debit such accounts, Purchaser
shall immediately repay to Seller the amount of the
Returned Item and Seller shall assign the Returned
Item to Purchaser for collection; provided, however,
that the Purchaser shall not be responsible for
Returned Items in excess of an aggregate of $30,000.

(j) New Checks. As soon as possible and no later than thirty (30)
calendar days following the Closing Date, Purchaser shall provide holders of
checking accounts at the Branch Office with new checks MICR encoded with
Purchaser's routing and transit numbers and Purchaser's customer identification
number at its sole cost and expense. For a period of ninety (90) calendar days
following the Closing Date, Seller shall immediately pass through to Purchaser
checks received by it drawn on such accounts. Purchaser accepts full
responsibility to either pay the items or return them in accordance with the
customer agreement and the applicable state uniform commercial code. During the
ninety-(90) day or shorter period described, Seller shall give Purchaser a daily
accounting of debits for its clearing account. On a daily basis, upon review of
such debits, Purchaser shall reimburse Seller by wire transfer in immediately
available funds to Seller's Account; provided, however, after thirty (30)
calendar days following the Closing, Seller shall settle by wire transfer in
immediately available funds on a weekly basis.

(k) Remittance of Payments. For ninety (90) calendar days following the
Closing Date,

(i) Seller shall remit to Purchaser all payments received
by Seller at its other offices after the Closing Date
which relate to the Branch Office with respect to
Loans or amounts intended for deposit to the accounts
which are part of the Deposits or otherwise relating
to the Deposits or Loans, and after such ninety (90)
calendar day period Seller shall return such items;

(ii) Purchaser shall remit to Seller all payments received
by Purchaser at the Branch Office or its other
offices after the Closing Date which relate to
Seller's other offices, and after such ninety (90)
calendar day period Purchaser shall return such
items; and

(iii) With respect to checks or drafts drawn against
accounts which are Deposits, Seller shall cooperate
with Purchaser and take all reasonable steps
requested by Purchaser to ensure that each such item
that is coded for presentment to Seller or to any
bank for the

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55
account of Seller is delivered to Purchaser in
accordance with applicable law and Clearing House
rules or agreement, and after such ninety (90)
calendar day period Seller shall return such items
marked "Account Closed".

(l) Check Sorting. For ninety (90) calendar days following the Closing
Date, on a daily basis Seller shall out sort all checks drawn on an account
maintained at the Branch Office and prepare them to be couriered to Purchaser at
a location designated by Purchaser by the close of business on the day they are
received; provided that Seller shall also transmit to Purchaser, as instructed
by Purchaser, copies of all items payable in the amount of $2,500 or more.
Purchaser shall arrange and pay for all couriers that are necessary for check
processing activity during this period. Purchaser shall settle for the gross
dollar amount of out sorted checks drawn on an account maintained at the Branch
Office by wire transfer in immediately available funds to Seller's Account on
the day that Purchaser receives the daily accounting of debits from Seller;
provided, however, that after thirty (30) calendar days following the Closing
Date, Purchaser shall settle on a weekly basis by wire transfer in immediately
available funds. All rejected checks written on an account maintained at the
Branch Office that are transferred to Purchaser pursuant to this Agreement is to
be the responsibility of Purchaser. After the ninety-(90) calendar day period,
Seller may return such items marked "Account Closed".

(m) ACH Items. ACH items will be handled in the following manner:

(i) Beginning at least thirty (30) calendar days prior to
the Closing Date, Seller will deliver each day to
Purchaser a modem transmission or paper report of all
ACH Items and recurring debit/credit arrangements in
standard ACH format.

(ii) At least thirty (30) calendar days prior to the
Closing Date, Seller will deliver to Purchaser, (A)
copies of any ACH origination forms for social
security payments and recurring debit/credit
arrangements being assumed by Purchaser which are in
Seller's possession hereunder, and (B) all other
records and information in Seller's possession
necessary for Purchaser to administer such
arrangements.

(iii) As soon as possible after the Closing Date, Seller
and Purchaser will use their reasonable efforts to
transfer all ACH arrangements to Purchaser. Purchaser
shall continue such ACH arrangements and such
recurring debit arrangements as are originated and
administered by third parties and for which Purchaser
need act only as processor.

(iv) Beginning on the Closing Date and for one hundred and
twenty (120) calendar days after the Closing Date,
Seller shall use commercially reasonable efforts to,
prior to 12:00 p.m. (New York

B-5
56
City time) on each Business Day, (A) telecopy or
deliver to Purchaser at such address as Purchaser may
from time to time designate, a summary of ACH Items
activity affecting the Deposits at the Branch Office
during the prior Business Day, and (B) remit by wire
transfer to Purchaser all ACH Items funds then known
by Seller which are intended for deposit accounts at
the Branch Office being transferred to Purchaser on
such Business Day. One hundred and twenty (120)
calendar days after the Closing Date, Seller will
return all such ACH Items to the paying party and
Purchaser shall assume no responsibility with respect
to such ACH Items.

(n) Reclamations. Purchaser will make every effort to recover funds on
reclamations received for federal recurring payments and ACH transfers. If
collection efforts are unsuccessful, Seller shall be responsible for reimbursing
Purchaser for those transactions that were processed prior to and through the
Closing Date.

B-6
57
EXHIBIT C

XXXX OF SALE

XXXX OF SALE (this "Xxxx of Sale"), made and effective as of
[____________], from Xxxxxx Federal Savings Bank ("Seller"), to City National
Bank of New Jersey ("Purchaser").

WHEREAS, pursuant to the Asset Purchase and Sale Agreement, dated as of
January --, 2001 (the "Agreement"), by and between Seller and Purchaser,
Purchaser has agreed to purchase from Seller all of its right, title and
interest in and to certain assets.

NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Seller, Seller does hereby sell, convey, assign, transfer and
deliver to Purchaser, and its successors and assigns, all of Seller's right,
title and interest in and to the Assets (such capitalized term and, except as
otherwise defined herein, all other capitalized terms used herein shall have the
meaning ascribed to such terms in the Agreement) as of the date hereof.

In accordance with the Agreement, the Assets shall not include, and
Purchaser is not acquiring from Seller, any of the Excluded Assets, and Seller
shall retain ownership of all right, title and interest in and to the Excluded
Assets.

Seller covenants and agrees with Purchaser that Seller will from time
to time execute, acknowledge and deliver such other and further instruments and
will take such other action as may be necessary or desirable to carry out more
effectively the transfer of assets provided for herein.

Nothing in this instrument, express or implied, is intended or shall be
construed to confer upon, or give to, any person other than Purchaser and its
successors and assigns, any remedy or claim under or by reason of this
instrument or any agreements, covenants or terms hereof, and all the agreements,
covenants and terms contained in this instrument shall be for the sole and
exclusive benefit of Purchaser and its successors and permitted assigns.

This Xxxx of Sale shall inure to the benefit of Purchaser and its
successors and permitted assigns and be binding upon and enforceable against
Seller and its successors and permitted assigns.

This Xxxx of Sale shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the conflict of laws
principles thereof.

C-1
58
This Xxxx of Sale is given pursuant to the Agreement, and, except as
herein otherwise provided, the transfer of the property hereunder is made
subject to the terms and provisions of the Agreement.

IN WITNESS WHEREOF, this Xxxx of Sale has been duly executed and
delivered by the duly authorized office of Seller as of the date first written
above.

Xxxxxx Federal Savings Bank

By:
-------------------------------------
Name:
Title:

AGREED AND ACCEPTED:

City National Bank of New Jersey

By:
---------------------------------------
Name:
Title:

C-2
59
EXHIBIT D

INSTRUMENT OF ASSUMPTION

INSTRUMENT OF ASSUMPTION (this "Instrument of Assumption") made as of
[____________], by City National Bank of New Jersey ("Purchaser"), in favor of
Xxxxxx Federal Savings Bank ("Seller"), pursuant to the Asset Purchase and Sale
Agreement dated as of FEBRUARY --, 2001 (the "Agreement"), by and between
Purchaser and Seller.

In partial consideration of the sale, conveyance, assignment, transfer
and delivery by Seller to Purchaser, pursuant to the Agreement, of all of
Seller's right, title and interest in and to the Assets (such capitalized term
and, except as otherwise defined herein, all other capitalized terms used herein
shall have the meaning ascribed to such terms in the Agreement), (i) Seller does
hereby assign to Purchaser, and Purchaser does hereby assume from Seller, the
Deposits, and Purchaser does hereby agree to pay, honor, perform and discharge
all obligations with respect to, and shall be solely and exclusively liable for,
the Deposits and (ii) Seller does hereby assign to Purchaser, and Purchaser does
hereby assume from Seller, the Other Liabilities, and Purchaser does hereby
agree to pay, honor, perform and discharge all obligations with respect to, and
shall be solely and exclusively liable for, the Other Liabilities. The Deposits
and the Other Liabilities are collectively referred to herein as the "Assumed
Liabilities."

In accordance with the Agreement, the Assumed Liabilities shall not
include and Purchaser is not assuming and shall not be deemed to have assumed
any of, the Excluded Liabilities, and, accordingly, Purchaser has not agreed to
assume or pay, and shall not assume or be deemed to have assumed, any liability
or obligation, direct or indirect, absolute or contingent, of Seller or any
other person or entity, the assumption of which is not expressly provided for in
the Agreement.

The assumption by Purchaser of the Assumed Liabilities shall not be
construed to defeat, impair or limit in any way any rights or remedies of
Purchaser to contest or dispute the validity or amount thereof.

For the consideration aforesaid, Purchaser, for itself and its
successors and assigns, has covenanted, and by this Instrument of Assumption
does covenant, with Seller and its successors and assigns that Purchaser and its
successors and assigns will from time to time do, execute and deliver, or will
cause to be done, executed and delivered, all such further acts and instruments
which Seller may reasonably request in order to more fully effectuate the
assumption of liabilities provided for herein.

This Instrument of Assumption will be enforceable against the
successors and assigns of Purchaser and will inure to the benefit of the
successors and assigns of Seller.

D-1
60
This Instrument of Assumption shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflict of laws principles thereof.

This Instrument of Assumption is given pursuant to the Agreement, and,
except as herein otherwise provided, the assumption of the Assumed Liabilities
hereunder is made subject to the terms and provisions of the Agreement.

IN WITNESS WHEREOF, this Instrument of Assumption has been duly
executed and delivered by the duly authorized officer of Purchaser as of the
date first set forth above.

City National Bank of New Jersey

By:
--------------------------------------

Name:
Title:

AGREED AND ACCEPTED:

Xxxxxx Federal Savings Bank

By:
-----------------------------------

Name:
Title:

D-2
61
EXHIBIT E

OPINIONS TO BE DELIVERED BY SELLER'S COUNSEL

(1) The Bank is a stock form savings bank duly organized, validly existing
and in good standing under the laws of the United States and has all
requisite corporate authority to own or lease its properties and to
conduct its banking business as now conducted.

(2) The Bank has all requisite corporate power and corporate authority to
execute and deliver the Agreement and to perform the provisions and
conditions thereof.

(3) The Agreement, and the transactions contemplated thereby, have been
duly authorized by the Bank.

(4) The Agreement has been duly executed and delivered by the Bank and the
Agreement constitutes the valid and binding obligation of the Bank
enforceable in accordance with its terms.

(5) The execution, delivery and performance of the Agreement does not and
will not conflict with, result in a breach of, or entitle any party
(with due notice or lapse of time or both) to terminate, accelerate or
call a default with respect to, any material agreement or instrument of
which we have actual knowledge, to which the Bank is a party or by
which the Bank is bound.

(6) The Bank is not a party to, or subject to or bound by, any charter,
bylaw, indenture, mortgage, lien, lease, agreement or instrument, or
any order, judgment, injunction or decree of any court or governmental
authority that is known to us that may restrict or interfere with the
performance of the Agreement or the consummation of the transactions
contemplated thereby.

(7) There is no action, suit or proceeding pending, or to our knowledge,
threatened against or affecting the Bank before any court or arbitrator
or any governmental body, agency or official that would materially
adversely affect the ability of the Bank to perform its obligations
under the Agreement or that in any manner questions the validity of the
Agreement, and there are no facts known to us that might result in or
form the basis for any such action, suit or proceeding.

(8) To the best of our knowledge, after reasonable investigation, all acts
and proceedings required by law or the Agreement to be undertaken by
the Bank at or prior to the date hereof to authorize and complete the
transactions covered and contemplated by the Agreement have been duly
and validly taken.

X-0
00
XXXXXXX X

OPINIONS TO BE DELIVERED BY PURCHASER'S COUNSEL

(1) The Bank is a national bank duly organized, validly existing and in
good standing under the laws of the United States and has all requisite
corporate authority to own or lease its properties and to conduct its
banking business as now conducted.

(2) The Bank has all requisite corporate power and corporate authority to
execute and deliver the Agreement and to perform the provisions and
conditions thereof.

(3) The Agreement, and the transactions contemplated thereby, have been
duly authorized by the Bank.

(4) The Agreement has been duly executed and delivered by the Bank, and the
Agreement constitutes the valid and binding obligation of the Bank
enforceable in accordance with its terms.

(7) There is no action, suit or proceeding pending or, to our knowledge,
threatened against or affecting the Bank before any court or arbitrator
or any governmental body, agency or official that would materially
adversely affect the ability of the Bank to perform its obligations
under the Agreement or that in any manner questions the validity of the
Agreement, and there are no facts known to us that might result in or
form the basis for any such action, suit or proceeding.

F-1
63
LIST OF SCHEDULES

Schedule 2.1(b) - Loans
Schedule 2.1(d) - Furniture, Fixture and Equipment
Schedule 2.1(f) - Contracts
Schedule 2.3 - Deposits
Schedule 3.3 - Seller's Consents and Approvals
Schedule 3.5 Encumbrances
Schedule 3.6(b) - Additional Contracts
Schedule 3.12 - Employees
Schedule 4.3 - Purchaser's Consents and Approvals
Schedule 5.6 Third Party Consents

F-2
64
SELLER'S SCHEDULE

Reference is made to the Asset Purchase and Sale Agreement (the "Agreement")
between Xxxxxx Federal Savings Bank ("Seller") and City National Bank of New
Jersey ("Purchaser"). Terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Agreement.

These Schedules relate to certain matters concerning the transactions
contemplated by the Agreement. These Schedules are qualified in their entirety
by reference to specific provisions of the Agreement, and is to intended to
constitute, and shall not be construed as constituting, representations or
warranties of the Seller except as and to the extent provided in the Agreement.
Inclusion of information herein shall not be construed as an admission that such
information is material to, or would have a material adverse effect on, the
Assets or the business or operations conducted by Seller at the Branch Office.

Matters reflected in these Schedules are not necessarily limited to matters
required by the Agreement to be reflected in these Schedules. Such additional
matters are set forth for informational purposes and do not necessarily include
other matters of a similar nature.

Any matter disclosed pursuant to one provision, subprovision, section or
subsection hereof is deemed disclosed for all purposes of these Schedules to the
extent the Agreement requires such disclosure.

Headings have been inserted on the sections of these Schedules for convenience
of reference only and shall to no extent have the effect of amending or changing
the express description of the Sections as set forth in the Agreement.

The information contained herein is in all events subject to the confidentiality
provisions set forth in the Agreement.

F-3
65
SCHEDULE 2.1(f)

Contracts

Vendor List Attached

F-4
66
SCHEDULE 3.3

Seller's Consents and Approvals

Office of Thrift Supervision

F-5
67
SCHEDULE 3.5

ENCUMBRANCES

NONE

F-6
68
SCHEDULE 3.12

EMPLOYEES

EMPLOYEE POSITION SALARY
-------- -------------------------------- ------

Xxxxxx Xxxxxx Manager $31,000

Indira Xxxxxx Head Teller $18,800

Xxxxxx Xxxxxxx Full-time Teller $15,015

Xxxxx Xxxxxx Full-time Teller $17,900

Xxxxxx Xxxx Customer Service Representative $21,105

F-7
69
SCHEDULE 4.3

Approval of the Office of the Comptroller of the Currency

and the New York State Department of Banking

F-8
70
SCHEDULE 5.6

THIRD PARTY CONSENTS

F-9

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