AGREEMENTAgreement • December 9th, 2001 • New YorkThis Agreement (together with the Appendix and all Exhibits hereto, this “Agreement ”) is made and entered into as of this 10th day of December 2001 by and among the Federal Deposit Insurance Corporation in its corporate capacity (the “FDIC”), the Federal Deposit Insurance Corporation in its capacity as receiver for Superior Bank FSB (the “Receiver”), the Federal Deposit Insurance Corporation in its capacity as conservator for Superior Federal Bank FSB (the “Conservator”), the Federal Deposit Insurance Corporation in its capacity as manager for the FSLIC Resolution Fund (the “Manager”), the United States Department of the Treasury Office of Thrift Supervision (the “OTS ”), Asworth Corporation, a Nevada corporation (“Payor”), Coast-to-Coast Financial Corporation, a Nevada corporation (“CCFC”), Superior Holdings, Inc., a Nevada corporation (“SHI”), UBH, Inc., a Nevada corporation (“UBH”), and Coast Partners, an Illinois general partnership (“Coast Partners”).