Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section is referred to herein as a "Company Contract". (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 4.11 of the ACE*COMM Disclosure Schedule, neither the Company ACE*COMM nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant consultants (other than standard offer letters which cannot be terminated with a payment of less provide for no more than $25,000at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Company Surviving Corporation or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (viiiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. The Company ACE*COMM has previously delivered made available to Parent true i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 4.11(a) is referred to herein as a "Company an “ACE*COMM Contract",” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each ACE*COMM Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effecteffect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the Company or Subsidiaryknowledge of ACE*COMM, as the case may beeach third party has, has in all material respects performed all obligations required to be performed by it to date under each such Company ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company ACE*COMM or Subsidiary, as the case may be, any of its Subsidiaries under any such Company ContractACE*COMM Contract or, to the knowledge of ACE*COMM, any third party thereto. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 3.11(a)(i) to the i3 Disclosure Schedule, neither the Company i3 nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant consultants (other than standard offer letters which cannot be terminated with a payment of less provide for no more than $25,000at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Company Surviving Corporation or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (viiiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by i3 or any of its Subsidiaries after the date of this Agreement of a material amount of assets. The Company i3 has previously delivered made available to Parent true ACE*COMM true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company i3 or any of its Subsidiaries is a party. Section 3.11 of the i3 Disclosure Schedule lists each material contract of i3 (as such term is defined in Item 601(b)(10) of Regulation S-K). Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.11(a) is referred to herein as a "Company an “i3 Contract",” and, except as set forth on Section 3.11(a)(ii) of the i3 Disclosure Schedule, neither i3 nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any i3 Contract. (b) (i) Except as set forth in Schedule 3.14(bSection 3.11(b) heretoof the i3 Disclosure Schedule, (i) each Company i3 Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effecteffect as to the obligations of i3 thereunder, and, to the knowledge of i3, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) i3 and each of its Subsidiaries has, and, to the Company or Subsidiaryknowledge of i3, as the case may beeach third party has, has in all material respects performed all obligations required to be performed by it to date under each such Company i3 Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company i3 or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Contracti3 Contract or, to the knowledge of i3, any third party thereto. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither CCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CCB, NCBC, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC CCB Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by CCB or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company CCB has previously delivered made available to Parent NCBC true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company CCB is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the CCB Disclosure Schedule, is referred to herein as a "Company CCB Contract", and neither CCB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CCB. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each CCB Contract is legal, valid and binding upon the Company on CCB or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, CCB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each CCB Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on CCB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company CCB or Subsidiary, as the case may be, any of its Subsidiaries under any such Company CCB Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on CCB.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither FCN nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from BANC ONE, FCN, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC FCN Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesFCN, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company FCN has previously delivered made available to Parent BANC ONE true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company FCN is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the FCN Disclosure Schedule, is referred to herein as a an "Company FCN Contract", and neither FCN nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on FCN. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each FCN Contract is legal, valid and binding upon the Company on FCN or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, FCN and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each FCN Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on FCN, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company FCN or Subsidiary, as the case may be, any of its Subsidiaries under any such Company FCN Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on FCN.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoDisclosed, neither the Company UCB nor any of its Subsidiaries UCB Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral): receives benefits under (i) any agreement, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with respect regulatory authorities, (ii) any agreement, indenture or other instrument relating to the employment borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any directorsuch obligation, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of less than $25,000any penalty or cost, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries except with respect to any officer or employee thereofFederal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which is cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a material contract (as defined in Item 601(b)(10) of Regulation S-B transaction involving UCB of the SEC) to be performed after the date of nature contemplated by this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsSNC Option Agreement, (iv) which is any contract, agreement or understanding with a consulting labor union, in each case whether written or other agreement (including agreements entered into in the ordinary course and data processingoral, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company agreement or any of its Subsidiariesplan, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, Agreement or the SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. The Company has previously delivered Each agreement, arrangement and commitment Disclosed pursuant to Parent true this Section 3.15(a) is in full force and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section is referred to herein as a "Company Contract"effect. (b) Except as set forth Neither UCB nor any UCB Subsidiary is in Schedule 3.14(b) heretodefault, (i) each Company Contract is legalwhich default would have a Material Adverse Effect or would adversely affect the transactions contemplated herein, valid under any agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and binding upon the Company whether written or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties theretooral, and in full force and effectthere has not occurred any event that, (ii) with the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, would constitute, constitute such a default on the part of the Company or Subsidiary, as the case may be, under any such Company Contractdefault. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoAs of the date of this Agreement, neither the Company PRISA nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors or executive officers, officer or employee, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement and the Ancillary Agreements will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereofof PRISA or any of its Subsidiaries, (iii) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed performed, in whole or part, after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsAgreement, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by PRISA or any of its Subsidiaries or upon consummation of the Company Share Exchange will materially restrict the business of PRISA or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (viiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be acceleratedaccelerated or modified, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true Agreement and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a partyAncillary Agreements. Each contract, arrangement, commitment or understanding of the type described in this section Section 7.12(a), whether or not set forth in the PRISA Disclosure Schedule, is referred to herein as a "Company “PRISA Material Contract",” and neither PRISA nor any of its Subsidiaries has Knowledge of, or has received notice of, any violation of the above by any of the other parties thereto, which has had a Material Adverse Effect on PRISA. PRISA has previously made available to Liberty true and correct copies of all PRISA Material Contracts, including all schedules, exhibits, annexes and amendments thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) As of the date of this Agreement, each Company PRISA Material Contract is legal, valid and binding upon the Company on PRISA or a any Subsidiary of the CompanyPRISA, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, PRISA and each Subsidiary of PRISA has in all material respects performed all obligations required to be performed by it to date under each PRISA Material Contract, except where such Company Contractnoncompliance would not have a Material Adverse Effect on PRISA, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company PRISA or Subsidiary, as the case may be, any Subsidiary of PRISA under any such Company PRISA Material Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies where such default would not have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsa Material Adverse Effect on PRISA.

Certain Contracts. (a) Except as set forth in Section 6.14(a) of the Pinnacle Disclosure Schedule 3.14 heretoor as filed with any Pinnacle Reports, as of the date hereof, neither the Company Pinnacle nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ), but excluding any Pinnacle Benefit Plan and any contract, arrangement, commitment or understanding solely among Pinnacle and any wholly owned Subsidiaries of Pinnacle or solely among wholly owned Subsidiaries of Pinnacle: (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iii) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, ); (ivii) which is contains a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which provision that materially restricts the conduct of any line of business by the Company Pinnacle or any of its Subsidiaries, Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or any of its affiliates to engage in any line of business or in any geographic region (viincluding any exclusivity or exclusive dealing provisions with such an effect); (iii) with or to a labor union or guild with respect to any employees of Pinnacle or any of its Subsidiaries (including any collective bargaining agreement), or ; (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Pinnacle Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Parent true have a Material Adverse Effect on Pinnacle; (v) (A) that relates to the incurrence of indebtedness by Pinnacle or any of its Subsidiaries, including any sale and complete copies leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of all employmentbusiness consistent with past practice), consulting or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Pinnacle or any of its Subsidiaries of, or any similar commitment by Pinnacle or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and deferred compensation agreements (B), in the principal amount of $20,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Pinnacle or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by Pinnacle or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) other than with respect to indebtedness disclosed in writing and to which the Company any Pinnacle Reports; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of Pinnacle or any of its Subsidiaries; (ix) that relates to the acquisition or disposition of any person, business or asset and under which Pinnacle or its Subsidiaries have or may have a material obligation or liability; or (x) that is material to Pinnacle’s and its Subsidiaries’ investment in BHG. Each contract, arrangement, commitment or understanding of the type described in this section Section 6.14(a), whether or not set forth in the Pinnacle Disclosure Schedule, is referred to herein as a "Company an “Pinnacle Contract".” Pinnacle has made available to Synovus true, correct and complete copies of each Pinnacle Contract in effect as of the date hereof. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Pinnacle Contract is legal, valid and binding upon the Company on Pinnacle or a Subsidiary one of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (ii) the Company or Subsidiary, as the case may be, has Pinnacle and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iii) to the knowledge of Pinnacle, each third-party counterparty to each Pinnacle Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each such Company Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iv) neither Pinnacle nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Pinnacle Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Pinnacle and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material breach or default on the part of Pinnacle or any of its Subsidiaries or, to the Company knowledge of Pinnacle, any other party thereto, of or Subsidiary, as the case may be, under any such Company Pinnacle Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such breach or replace product of which true and correct copies have been delivered to Parentdefault, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time either individually or in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither First National Bankshares nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC First National Bankshares Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan First National Bankshares Stock Option or stock purchase planStock Plan award) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company First National Bankshares has previously delivered made available to Parent Fifth Third true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a "Company “First National Bankshares Contract"”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each First National Bankshares Contract is legal, valid and binding upon the Company or a Subsidiary on First National Bankshares and/or any of the Companyits Subsidiaries, as applicable, and, to the case may beknowledge of First National Bankshares, assuming due authorization of the any other party or parties thereto, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company First National Bankshares or Subsidiary, as the case may be, any of its Subsidiaries under any such Company First National Bankshares Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.12 of the Empire Disclosure Schedule, neither the Company Empire nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement or the Institution Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether severance, change of severance pay control or otherwise) becoming due from the Company Sterling, Empire or any of its Subsidiaries their Subsidiaries, to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company Empire or any of its Subsidiaries, (viiv) with or to a labor union or guild (including any collective bargaining agreement), or (viiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, (vi) that is material and is not made in the ordinary course of business or pursuant to which Empire or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any entity, (vii) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to borrowings of money (or guarantees thereof by Empire, or any of its Subsidiaries), other than in the ordinary course of business, or (viii) is a lease or similar arrangement with annual rental payments of $10,000 or more. The Company has previously delivered to Parent true Section 3.12(a) of the Empire Disclosure Schedule sets forth true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Empire or any of its Subsidiaries is a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Empire Stock Option Plan, constitute a violation of any Laws or give rise to liability to any option holder. Section 3.12(a) of the Empire Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Empire. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth in Section 3.12(a) of the Empire Disclosure Schedule, is referred to herein as a an "Company Empire Contract"," and neither Empire nor any of its Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation or imminent violation of any Empire Contract by any other party thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Empire Contract is legal, a valid and binding upon the Company or a Subsidiary commitment of the Company, as the case may be, assuming due authorization of the other party or parties thereto, Empire and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, each of Empire and its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Empire Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Empire or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Empire Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto4.14(a) of the FCB Disclosure Schedules, neither the Company FCB nor any of its the FCB Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or compensation of any directordirectors, officer officers or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, employees; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement, Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from OSB, FCB, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer officer, director or employee thereof, thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) which is a material contract any contract, arrangement, commitment or understanding (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed whether written or incorporated by reference in the Company SEC Reports, (ivoral) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company FCB; or (iv) any contract, arrangement, commitment or any of its Subsidiaries, understanding (vi) with whether written or to a labor union or guild (including any collective bargaining agreementoral), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger. The Company FCB has previously delivered made available to Parent OSB true and complete correct copies of all employment, consulting employment and deferred compensation agreements arrangements which are in writing and to which the Company FCB or an FCB Subsidiary is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), is referred to herein as an "FCB Contract," and neither FCB nor any of the FCB Subsidiaries knows of, or has received notice of, any violation of any FCB Contract by any of the other parties thereto, which, individually or in the aggregate, would have a "Company Contract"Material Adverse Effect on FCB. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company FCB Contract is legal, valid and binding upon on FCB or the Company or a Subsidiary of the Companyapplicable FCB Subsidiary, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) FCB and each of the Company or Subsidiary, as the case may be, FCB Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each FCB Contract to which it is a party, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on FCB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of FCB or any of the Company or Subsidiary, as the case may be, FCB Subsidiaries under any such Company FCB Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where any such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on FCB.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither ▇▇▇▇▇ Fargo nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ▇▇▇▇▇ Fargo, Norwest, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ▇▇▇▇▇ Fargo Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by ▇▇▇▇▇ Fargo or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company ▇▇▇▇▇ Fargo has previously delivered made available to Parent Norwest true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company ▇▇▇▇▇ Fargo is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the ▇▇▇▇▇ Fargo Disclosure Schedule, is referred to herein as a "Company ▇▇▇▇▇ Fargo Contract", and neither ▇▇▇▇▇ Fargo nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on ▇▇▇▇▇ Fargo. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each ▇▇▇▇▇ Fargo Contract is legal, valid and binding upon the Company on ▇▇▇▇▇ Fargo or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, ▇▇▇▇▇ Fargo and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each ▇▇▇▇▇ Fargo Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on ▇▇▇▇▇ Fargo, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company ▇▇▇▇▇ Fargo or Subsidiary, as the case may be, any of its Subsidiaries under any such Company ▇▇▇▇▇ Fargo Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on ▇▇▇▇▇ Fargo.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.12 of the NewMil Disclosure Schedule, neither the Company NewMil nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company W▇▇▇▇▇▇, NewMil, or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company NewMil or any of its Subsidiaries, (viiv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viiv) (including any stock option planexcept as set forth on Section 3.12(a)(v) of the NewMil Disclosure Schedule, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). The Company has previously delivered to Parent true and complete copies Except as set forth at Section 3.12 of all the NewMil Disclosure Schedule, there are no employment, consulting and deferred compensation agreements which are in writing and to which the Company NewMil or any of its Subsidiaries is a party. Section 3.12(a) of the NewMil Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of NewMil and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth in Section 3.12(a) of the NewMil Disclosure Schedule, is referred to herein as a "Company “NewMil Contract",” and neither NewMil nor any of its Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation of any NewMil Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each NewMil Contract is legal, a valid and binding upon the Company or a Subsidiary obligation of the Company, as the case may be, assuming due authorization of the other party or parties thereto, NewMil and in full force and effect, (ii) the Company or Subsidiary, as the case may be, NewMil and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company NewMil Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company NewMil or Subsidiary, as the case may be, any of its Subsidiaries under any such Company NewMil Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither CBI nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) whichthat, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Bancorp, CBI, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which that is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC CBI Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business by the Company or any of its SubsidiariesCBI, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company CBI has delivered to Bancorp a complete list as of the date of this Agreement of each contract to which CBI or any of its Subsidiaries is a party that involves an amount in excess of $100,000 or that has an unexpired term in excess of one year from the date of this Agreement other than loans, deposits, letters of credit, and similar transactions entered into by CBI in the ordinary course of business. In addition, CBI has previously delivered to Parent Bancorp true and complete correct copies of all employment, consulting consulting, and deferred compensation agreements which that are in writing and a written summary of all such contracts that are material to which the Company is a partyCBI and not in writing. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the CBI Disclosure Schedule, is referred to herein as a "Company CBI Contract"." Neither CBI nor any of its Subsidiaries knows of, or has received notice of, any violation of any CBI Contract by any of the other parties thereto that, individually or in the aggregate, would have a Material Adverse Effect on CBI. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each CBI Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, CBI and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each CBI Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on CBI, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of CBI or any of its Subsidiaries or, to the Company or Subsidiaryknowledge of CBI, as on the case may be, part of any other party under any such Company CBI Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on CBI.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither LSB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from FNB, LSB, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereofthereof which, individually or in the aggregate, will have a Material Adverse Effect on LSB, (iii) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC LSB Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by LSB or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement which, individually or in the aggregate, will have a Material Adverse Effect on LSB. The Company LSB has previously delivered made available to Parent FNB true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company LSB is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the LSB Disclosure Schedule, is referred to herein as a "Company “LSB Contract"”, and neither LSB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on LSB. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each LSB Contract is legal, valid and binding upon the Company on LSB or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, LSB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each LSB Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on LSB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company LSB or Subsidiary, as the case may be, any of its Subsidiaries under any such Company LSB Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on LSB.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither MBNA nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employeeconsultants, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Bank of America, MBNA, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee of MBNA or any Subsidiary thereof, (iii) which that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company MBNA SEC ReportsReports filed prior to the date hereof, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business by MBNA or, to the Company or knowledge of MBNA, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.13(a), whether or not set forth in the MBNA Disclosure Schedule, is referred to herein as a "Company an “MBNA Contract",” and neither MBNA nor any of its Subsidiaries knows of, or has received notice of, any violation of any MBNA Contract by any of the other parties thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each MBNA Contract is legal, valid and binding upon the Company on MBNA or a its applicable Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, MBNA and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company MBNA Contract, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company MBNA or Subsidiary, as the case may be, any of its Subsidiaries under any such Company MBNA Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither IFC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from IFC, Pinnacle, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC IFC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesIFC, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company IFC has previously delivered made available to Parent Pinnacle true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company IFC is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the IFC Disclosure Schedule, is referred to herein as a an "Company IFC Contract", and neither IFC nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on IFC. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each IFC Contract is legal, valid and binding upon the Company on IFC or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, IFC and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each IFC Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on IFC, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company IFC or Subsidiary, as the case may be, any of its Subsidiaries under any such Company IFC Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on IFC.

Certain Contracts. (a) Except as set forth in Section 3.15 of the Seller Disclosure Schedule 3.14 heretoand except for documents listed as exhibits to the Seller SEC Filings, neither the Company Seller nor any of its Subsidiaries the Seller Bank is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer officer, employee or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultant, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional act or event) result in any payment (whether of severance pay or otherwise) becoming due from the Company Buyer, the Buyer Bank, the Seller, the Seller Bank, the Surviving Corporation, the Surviving Bank or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports), (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) 120 days or less notice and involves involving the payment of more than $25,000 50,000 per annum, (v) which materially restricts the conduct of any line of business by the Company Seller or any of its Subsidiariesthe Seller Bank, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Seller has previously delivered to Parent the Buyer true and complete correct copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Seller or the Seller Bank is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.15(a), whether or not set forth in Section 3.15 of the Seller Disclosure Schedule, is referred to herein as a "Company Seller Contract.". (b) Except as set forth in Schedule 3.14(b) heretoSection 3.15 of the Seller Disclosure Schedule, (i) each Company Seller Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as Seller and the case may be, Seller Bank has in all material respects performed all obligations required to be performed by it to date under each such Company Seller Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Seller or Subsidiary, as the case may be, Seller Bank under any such Company Seller Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Republic nor any of its Subsidiaries Republic Subsidiary is a party to to, is bound or bound by affected by, or receives benefits under (i) except for this Agreement, any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral): , the default of which has had or would be reasonably likely to have a Material Adverse Effect, whether or not made in the ordinary course of business (iother than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), outstanding on the date hereof, or any agreement restricting in any material respect its business activities, including, without limitation, agreements or memoranda of understanding with regulatory authorities, (ii) with respect any agreement, indenture or other instrument, written or oral, outstanding on the date hereof, relating to the employment borrowing of money by Republic or any Republic Subsidiary or the guarantee by Republic or any Republic Subsidiary of any directorsuch obligation, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a within less than 30 days after the Closing Date by Republic or any Republic Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than $25,00030 days after the Closing Date by Republic or any Republic Subsidiary (without payment of any penalty or cost), (ii) whichor that provides benefits which are contingent, or the application of which is altered, upon the consummation occurrence of a transaction involving Republic of the transactions nature contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting any agreement or other agreement (including agreements entered into in the ordinary course and data processingplan, software programming and licensing contracts) not terminable on ninety (90) days written or less notice and involves the payment of more than $25,000 per annumoral, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option planplans, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contractagreement, arrangement, commitment or understanding commitment, indenture and plan Disclosed pursuant to this Section 3.15(a) is as of the type described in this section is referred date hereof valid and binding on Republic or its applicable Subsidiary and, to herein as a "Company Contract"the knowledge of Republic, against the other parties thereto. (b) Except as set forth Neither Republic nor any Republic Subsidiary is in Schedule 3.14(b) heretodefault under any agreement, (i) each Company Contract is legalcommitment, valid arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and binding upon the Company whether written or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties theretooral, and in full force and effectthere has not occurred any event that, (ii) with the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, would constitute, constitute such a default on the part of the Company or Subsidiary, as the case may be, under any such Company Contractdefault. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Old Kent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Fifth Third, Old Kent, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Old Kent Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Old Kent or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Old Kent has previously delivered made available to Parent Fifth Third true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company Old Kent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the Old Kent Disclosure Schedule, is referred to herein as a "Company Old Kent Contract"," and neither Old Kent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on Old Kent. (b) Except as set forth With such exceptions that, either individually or in Schedule 3.14(b) heretothe aggregate, will not have a Material Adverse Effect on Old Kent, (i) each Company Old Kent Contract is legal, valid and binding upon the Company on Old Kent or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, Old Kent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Old Kent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Old Kent or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Old Kent Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 4.16(a) of the Seller Disclosure Schedule, neither none of the Company nor Seller, the Seller's Bank or any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer officer, employee or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultant, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company Seller, the Seller's Bank, or any of its Seller's Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsAgreement, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) 60 days or less notice and involves involving the payment of more than $25,000 50,000 per annum, (v) which materially restricts the conduct of any line of business by the Company Seller, the Seller's Bank, or any of its the Seller's Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Seller has previously delivered to Parent the Buyer true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Seller, the Seller's Bank or any of the Seller's Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section, whether or not set forth in Section 4.16(a) of the Seller Disclosure Schedule, is referred to herein as a "Company Seller Contract". (b) Except as set forth in Schedule 3.14(bSection 4.16(b) heretoof the Seller Disclosure Schedule, (i) to the knowledge of the Seller, each Company Seller Contract is legal, valid and binding upon the Company Seller, the Seller's Bank or a Subsidiary of the Companysuch Subsidiary, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or SubsidiarySeller, as the case may be, Seller's Bank and each of the Seller's Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Seller Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Seller, the Seller's Bank or Subsidiary, as any of the case may be, Seller's Subsidiaries under any such Company Seller Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth otherwise provided in Schedule 3.14 heretothis Agreement or as disclosed on Section 3.13(a) of the Yadkin Disclosure Schedule, neither the Company Yadkin nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees, consultants, independent contractors or employee, or other service providers other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) whichthat, upon the execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Yadkin, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of Yadkin or any Subsidiary thereof, (iii) which that is a contract material contract (as defined in Item 601(b)(10) to the business of Regulation S-B of the SEC) Yadkin to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsAgreement, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Yadkin or, to the Company or knowledge of Yadkin, upon consummation of the Mergers will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan plan, performance stock, phantom or restricted stock units, stock purchase plan) , employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.13(a), whether or not set forth in the Yadkin Disclosure Schedule, is referred to herein as a "Company “Yadkin Contract",” and neither Yadkin nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Yadkin Contract by any of the other parties thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Yadkin Contract is legal, valid and binding upon the Company on Yadkin or a its applicable Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, Yadkin and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, Yadkin Contract and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Yadkin or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Yadkin Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither NCBC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CCB, NCBC, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC NCBC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by NCBC or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company NCBC has previously delivered made available to Parent CCB true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company NCBC is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the NCBC Disclosure Schedule, is referred to herein as a "Company NCBC Contract", and neither NCBC nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on NCBC. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each NCBC Contract is legal, valid and binding upon the Company on NCBC or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, NCBC and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each NCBC Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on NCBC, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company NCBC or Subsidiary, as the case may be, any of its Subsidiaries under any such Company NCBC Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on NCBC.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 3.14(a) of the MainSource Disclosure Schedule, as of the date hereof, neither the Company MainSource nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First Financial, MainSource, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports), (iv) which is restricts MainSource’s ability to compete or contains a consulting client or customer non-solicit requirement or any other agreement (including agreements entered into provision, in the ordinary course and data processingeach case, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business by the Company MainSource or any of its Subsidiariesaffiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (viv) with or to a labor union or guild (including any collective bargaining agreement), (vi) any of the benefits of which contract, arrangement, commitment or understanding (vii) (not including any stock option plan, stock appreciation rights plan, restricted stock plan or plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) any of the benefits of which MainSource Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered , (vii) that relates to Parent true the incurrence of indebtedness by MainSource or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and complete copies loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of all employmentbusiness consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of MainSource or its Subsidiaries or (ix) that is a consulting and deferred compensation agreements agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which are in writing and to which terminable by MainSource or any of its Subsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the Company is a partycondition of notice). Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the MainSource Disclosure Schedule, is referred to herein as a "Company “MainSource Contract",” and neither MainSource nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on MainSource. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each MainSource Contract is legal, valid and binding upon the Company on MainSource or a Subsidiary one of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) except as, either individually or in the Company or Subsidiaryaggregate, as the case may be, would not reasonably be expected to have a Material Adverse Effect on MainSource. MainSource and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company MainSource Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MainSource. To MainSource’s knowledge each third-party counterparty to each MainSource Contract has in all material respects performed all obligations required to be performed by it to date under such MainSource Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MainSource, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company MainSource or Subsidiary, as the case may be, any of its Subsidiaries under any such Company MainSource Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not reasonably be expected to have a Material Adverse Effect on MainSource.

Certain Contracts. (a) Except as set forth otherwise provided in Schedule 3.14 heretothis Agreement or as disclosed on Section 3.13(a) of the Seller Disclosure Schedule, neither the Company Seller nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees, consultants, independent contractors or employee, or other service providers other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) whichthat, upon the execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Buyer, Seller, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of Seller or any Subsidiary thereof, (iii) which that is a contract material contract (as defined in Item 601(b)(10) to the business of Regulation S-B of the SEC) Seller to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsAgreement, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Seller or, to the Company or knowledge of Seller, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan plan, performance stock, phantom or restricted stock units, stock purchase plan) , employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.13(a), whether or not set forth in the Seller Disclosure Schedule, is referred to herein as a "Company “Seller Contract",” and neither Seller nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Seller Contract by any of the other parties thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Seller Contract is legal, valid and binding upon the Company on Seller or a its applicable Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, Seller and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, Seller Contract and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Seller or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Seller Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.12 of the MECH Disclosure Schedule, neither the Company MECH nor any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company ▇▇▇▇▇▇▇, MECH, MS Bank, ▇▇▇▇▇▇▇ Bank or any of its their respective Subsidiaries to any director, officer or employee thereofof MECH or any Subsidiary, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company MECH or any of its SubsidiariesSubsidiary, (viiv) with or to a labor union or guild (including any collective bargaining agreement), ) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Bank Merger Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). The Company has previously delivered to Parent true and complete copies Except as set forth at Section 3.12 of all the MECH Disclosure Schedule, there are no employment, consulting and deferred compensation agreements which are in writing and to which the Company MECH or any of its Subsidiaries is a party. Section 3.12 of the MECH Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of MECH and each of its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth in Section 3.12 of the MECH Disclosure Schedule, is referred to herein as a "Company MECH Contract"," and neither MECH nor any Subsidiary has received notice of, any violation of any MECH Contract by MECH. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each MECH Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, MECH and its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company MECH Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company MECH or Subsidiary, as the case may be, any Subsidiary under any such Company MECH Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Norwest nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ▇▇▇▇▇ Fargo, Norwest, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Norwest Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Norwest or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, other than (with respect to clauses (ii) and (vi) of this sentence) the Norwest Corporation Directors' Stock Deferral Plan and the Norwest Corporation Employees' Stock Deferral Plan. The Company Norwest has previously delivered made available to Parent ▇▇▇▇▇ Fargo true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company Norwest is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the Norwest Disclosure Schedule, is referred to herein as a "Company Norwest Contract", and neither Norwest nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on Norwest. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Norwest Contract is legal, valid and binding upon the Company on Norwest or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Norwest and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Norwest Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Norwest, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Norwest or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Norwest Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on Norwest.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither FleetBoston nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iii) which that is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsFleetBoston Reports filed prior to the date hereof, (ivii) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any material line of business by FleetBoston or upon consummation of the Company Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business material to Bank of America or any of its SubsidiariesFleetBoston in which a financial holding company may lawfully engage, (viiii) with or to a labor union or guild (including any collective bargaining agreement), ) or (viiiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the FleetBoston Disclosure Schedule, is referred to herein as a "Company FleetBoston Contract"," and neither FleetBoston nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on FleetBoston. (b) Except as set forth With such exceptions that are not reasonably likely to have, either individually or in Schedule 3.14(b) heretothe aggregate, a Material Adverse Effect on FleetBoston, (i) each Company FleetBoston Contract is legal, valid and binding upon the Company on FleetBoston or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, FleetBoston and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company FleetBoston Contract, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company FleetBoston or Subsidiary, as the case may be, any of its Subsidiaries under any such Company FleetBoston Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Neither the Company nor any of its Subsidiaries is bound by, or a party to, any non-competition or similar restriction relating to any business, product or service anywhere in the world. (b) No purchase Contracts of the Company or any of its Subsidiaries continue for a period of more than twelve months or are in excess of the normal, ordinary and usual requirements of its or their business or at any excessive price. (c) There is no outstanding sales Contract of the Company or any of its Subsidiaries which continue for a period of more than twelve months. (d) Neither the Company nor any of its Subsidiaries has any outstanding Contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of not longer than thirty days and without liability, penalty or premium or any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings. (e) Except as set forth would not, individually or in Schedule 3.14 heretothe aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries is a party in default, nor to its Knowledge is there any basis for any valid claim of default, under any Contract made or bound obligation owed by any contract, arrangement, commitment or understanding of them. (whether written or oral): (if) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Neither Company or nor any of its Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into any Contract to indemnify any other party against any charge of infringement of any intellectual property, other than indemnification provisions contained in license agreements or purchase orders arising in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business (other than guarantees by the Company or any one of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated wholly owned Subsidiaries on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section is referred to herein as a "Company Contract". (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part behalf of the Company or Subsidiary, as the case may be, under any such Company Contractone of its wholly owned Subsidiaries). (cg) Neither the Company nor any of its Subsidiaries has made any express warranty debt obligation for borrowed money, including guarantees (other than guarantees by the Company or one of its wholly owned Subsidiaries on behalf of the Company or one of its wholly owned Subsidiaries) of or agreements to acquire any such debt obligation of others. (h) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person Person, other than to the Company or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for a wholly owned Subsidiary of the Company. (i) Neither the warranties and/or agreement(s) to indemnify Company nor any of its Subsidiaries has any power of attorney outstanding or replace product any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of which true and correct copies have been delivered to Parentthe obligation of any Person, corporation, partnership, joint venture, association, organization or other entity (ii) other than guarantees by the warranties applicable under Company or one of its wholly owned Subsidiaries on behalf of the Uniform Commercial Code as in effect from time to time in the jurisdictions in which Company or one of its products are sold and (iii) any other warranties under other state or federal lawswholly owned Subsidiaries).

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto3.14(a) of the OSB Disclosure Schedules, neither the Company OSB nor any of its the OSB Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or compensation of any directordirectors, officer officers or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, employees; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement, Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from OSB, FCB, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer officer, director or employee thereof, thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) which is a material contract any contract, arrangement, commitment or understanding (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed whether written or incorporated by reference in the Company SEC Reports, (ivoral) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company OSB; or (iv) any contract, arrangement, commitment or any of its Subsidiaries, understanding (vi) with whether written or to a labor union or guild (including any collective bargaining agreementoral), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger. The Company OSB has previously delivered made available to Parent FCB true and complete correct copies of all employment, consulting employment and deferred compensation agreements arrangements which are in writing and to which the Company OSB or an OSB Subsidiary is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), is referred to herein as an "OSB Contract," and neither OSB nor any of the OSB Subsidiaries knows of, or has received notice of, any violation of any OSB Contract by any of the other parties thereto, which, individually or in the aggregate, would have a "Company Contract"Material Adverse Effect on OSB. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each OSB Contract is legal, valid and binding upon on OSB or the Company or a Subsidiary of the Companyapplicable OSB Subsidiary, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) OSB and each of the Company or Subsidiary, as the case may be, OSB Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each OSB Contract to which it is a party, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on OSB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of OSB or any of the Company or Subsidiary, as the case may be, OSB Subsidiaries under any such Company OSB Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where any such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on OSB.

Certain Contracts. (a) Except as set forth disclosed in Schedule 3.14 heretoSection 4.11(a) of the CVBG Disclosure Schedule, neither the Company CVBG nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CVBG, GCBS, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC CVBG Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by CVBG or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company CVBG has previously delivered made available to Parent GCBS true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company CVBG is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the CVBG Disclosure Schedule, is referred to herein as a "Company “CVBG Contract"”, and neither CVBG nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CVBG. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each CVBG Contract is legal, valid and binding upon the Company on CVBG or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, CVBG and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each CVBG Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on CVBG, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company CVBG or Subsidiary, as the case may be, any of its Subsidiaries under any such Company CVBG Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default which will, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, have a Material Adverse Effect on CVBG.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither BANC ONE nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from BANC ONE, FCN, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC BANC ONE Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesBANC ONE, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company BANC ONE has previously delivered made available to Parent FCN true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company BANC ONE is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 5.14(a), whether or not set forth in the BANC ONE Disclosure Schedule, is referred to herein as a "Company BANC ONE Contract", and neither BANC ONE nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on BANC ONE. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each BANC ONE Contract is legal, valid and binding upon the Company on BANC ONE or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, BANC ONE and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each BANC ONE Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on BANC ONE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company BANC ONE or Subsidiary, as the case may be, any of its Subsidiaries under any such Company BANC ONE Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on BANC ONE.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoAs of the date of this Agreement, neither the Company Bancorp nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) whichthat, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Bancorp, CBI, the Company surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which that is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Bancorp Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business by the Company or any of its SubsidiariesBancorp, (viv) with or to a labor union or guild (including any collective bargaining agreement), or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the Bancorp Disclosure Schedule, is referred to herein as a "Company Bancorp Contract". (b) Except as set forth in Schedule 3.14(b) hereto" Neither Bancorp nor any of its Subsidiaries knows of, (i) each Company or has received notice of, any violation of any Bancorp Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization by any of the other party parties thereto that, individually or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or bothaggregate, would constitute, have a default Material Adverse Effect on the part of the Company or Subsidiary, as the case may be, under any such Company ContractBancorp. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.12(a) of the Nutmeg Disclosure Schedule, neither the Company nor any of its Subsidiaries Nutmeg is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from NewMil, Nutmeg, New Milford Savings Bank, the Company Surviving Bank or any of its NewMil's Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesNutmeg, (viiv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement. The Company Nutmeg has previously delivered to Parent true NewMil true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Nutmeg is a party. Section 3.12(a) of the Nutmeg Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Nutmeg. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth in Section 3.12(a) of the Nutmeg Disclosure Schedule, is referred to herein as a "Company Nutmeg Contract"," and Nutmeg has not received notice of, nor do any of its executive officers know of, any violation of any Nutmeg Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Nutmeg Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Nutmeg has in all material respects performed all obligations required to be performed by it to date under each such Company Nutmeg Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or Subsidiary, as the case may be, Nutmeg under any such Company Nutmeg Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule SCHEDULE 3.14 hereto, neither the Company nor any of its Subsidiaries is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,00050,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 50,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its SubsidiariesCompany, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent Holding true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section, whether or not set forth in SCHEDULE 3.14 hereto, is referred to herein as a "Company Contract". (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding under standing (whether written or oral): ) (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000is an Employment Agreement, (ii) which, upon the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Buyer, the Company Company, the Surviving Corporation, the Surviving Bank or any of its their respective Subsidiaries to any officer officer, director, consultant or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) 60 days or less notice and involves involving the payment of more than $25,000 50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries, Subsidiaries or (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increasedin creased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a "Company Contract". The Company has previously made available to Buyer true, complete and correct copies of each Company Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold Contract and (iiiiv) no other party to such Company Contract is, to the knowledge of the Company, in default in any other warranties under other state or federal lawsrespect thereunder.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoAs of the date of this Agreement, neither the Company Lycos nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Terra, Lycos, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Lycos SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Lycos or upon consummation of the Company Reincorporation Merger will materially restrict the business of the Surviving Corporation or any of its SubsidiariesTerra, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Lycos has previously delivered made available to Parent Terra true and complete correct copies of all employment, consulting employment and deferred compensation agreements in effect as of the date of this Agreement which are in writing and to which the Company Lycos or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.12(a), whether or not set forth in the Lycos Disclosure Schedule, is referred to herein as a "Company Contract"LYCOS CONTRACT," and neither Lycos nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Lycos. (b) Except as set forth in Schedule 3.14(b) hereto, (i) As of the Date of this Agreement, each Company Lycos Contract is legal, valid and binding upon the Company on Lycos or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Lycos and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Lycos Contract, except where such Company Contractnoncompliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Lycos, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Lycos or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Lycos Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not reasonably be expected to have a Material Adverse Effect on Lycos.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Lycos nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Transactions will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company Lycos or Newco or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Lycos Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Lycos or upon consummation of the Company or Transactions will materially restrict the ability of Newco to engage in any line of its Subsidiariesbusiness, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of the transactions contemplated by this AgreementTransactions, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Lycos has previously delivered made or promptly following the date hereof will make available to Parent TMCS true and complete correct copies of all employment, consulting material employment and deferred compensation agreements which are in writing and to which the Company Lycos is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 6.14(a), whether or not set forth in the Lycos Disclosure Schedule, is referred to herein as a "Company Lycos Contract"," and neither Lycos nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on Lycos. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Lycos Contract is legal, valid and binding upon the Company on Lycos or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Lycos and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Lycos Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Lycos, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Lycos or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Lycos Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on Lycos.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 4.17(a) of the North Fork Disclosure Schedule, as of the date of this Agreement neither the Company North Fork nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or after notice or lapse of time or both) result in (x) any payment or benefits (whether of severance pay or otherwise) becoming due due, or any increase in the amount of or acceleration or vesting of any rights to any payment or benefits, from the Company North Fork or any of its Subsidiaries to any officer director, officer, employee or employee thereofconsultant thereof or (y) the invalidity, unenforceability or discontinuation of any such contract, arrangement, commitment or understanding, whether in whole or in part, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsNorth Fork Reports filed prior to the date of this Agreement, or (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company North Fork or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.17(a), whether or not set forth in Section 4.17(a) of the North Fork Disclosure Schedule, is referred to herein as a "Company “North Fork Contract".” (b) Except as set forth in Schedule 3.14(bSection 4.17(b) heretoof the North Fork Disclosure Schedule, (i) each Company North Fork Contract is legal, valid and binding upon the Company on North Fork or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, North Fork and in full force and effecteffect (except to the extent that any North Fork Contract expires in accordance with its terms), (ii) the Company or Subsidiary, as the case may be, North Fork and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company North Fork Contract, and (iii) no event or condition exists which constitutes orconstitutes, or after notice or lapse of time or both, both would constitute, a default on the part of the Company North Fork or Subsidiary, as the case may be, any of its Subsidiaries under any such Company North Fork Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iiiiv) no other party to such North Fork Contract is, to the knowledge of North Fork, in default in any other warranties under other state or federal lawsrespect thereunder.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.13(a) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company Parent, Company, or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its the Company Subsidiaries, (viiv) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). The Except as set forth at Section 3.13(a) of the Company has previously delivered to Parent true and complete copies of all Disclosure Schedules, there are no employment, consulting and deferred compensation agreements which are in writing and to which the Company or any of its Subsidiaries is a party. Section 3.13(a) of the Company Disclosure Schedules sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Company or any of the Company Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.13(a), whether or not set forth in Section 3.13(a) of the Company Disclosure Schedules, is referred to herein as a "“Company Contract",” and neither Company nor any of the Company Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Each Company Contract is legal, a valid and binding upon obligation of Company or the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, thereto and in full force and effect, (ii) Company and the Company or Subsidiary, as the case may be, has Subsidiaries have in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Company or any of the Company or Subsidiary, as the case may be, Subsidiaries under any such Company Contract. , and (civ) Neither except as set forth in Section 3.13(b) of the Company nor its Subsidiaries has made any express warranty to any person Disclosure Schedules, none of the Company Contracts require the consent or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product approval of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state party thereto in connection with the consummation of the transactions contemplated by this Agreement and in order to provide Parent (or federal lawsAcquisition Subsidiary) with the full benefit of the rights of Company or the Company Subsidiary that is a party thereto from and after the Merger.

Certain Contracts. (a) A. Except as set forth in the Disclosure Schedule 3.14 heretoand excluding the Original Agreement (there being no agreement that the Original Agreement would otherwise be included), neither the Company nor any of its the Company Subsidiaries is a party to or bound by: (i) any contract, arrangements, commitment or understanding (whether written or oral) which, upon the consummation of the transactions contemplated by this Recapitalization Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from the Company to any officer, director or employee thereof; (ii) any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to ), which would materially and adversely restrict the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, (ii) which, upon the consummation of the transactions contemplated conduct by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company business; (iii) any contract, arrangement, commitment or any of its Subsidiaries, understanding (vi) with whether written or to a labor union or guild (including any collective bargaining agreementoral), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Recapitalization Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Recapitalization Agreement. The Company has previously delivered to Parent true and complete copies ; (iv) any contract, agreement, commitment or understanding (whether written or oral) among stockholders of all employment, consulting and deferred compensation agreements which are in writing and to which the Company; or (v) any employment agreement or understanding (written or oral) with officers of the Company is a party. or the Company Subsidiaries or any other employment agreement or understanding (written or oral) not terminable at will. B. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.11, whether or not set forth in the Disclosure Schedule, is referred to herein as a "Company Contract". (b) Except ," and, except as set forth in Schedule 3.14(b) heretodisclosed on the Disclosure Schedule, (i) each Company Contract is legal, valid and binding upon the Company does not know of, or a Subsidiary has not received notice of, any violation of the Company, as the case may be, assuming due authorization above by any of the other party or parties thereto, and which, individually or in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or bothaggregate, would constitute, reasonably be expected to have a default on the part of the Company or Subsidiary, as the case may be, under any such Company ContractMaterial Adverse Effect. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Fleet nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Fleet, BankBoston, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Fleet Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Fleet or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Fleet has previously delivered made available to Parent BankBoston true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company Fleet or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the Fleet Disclosure Schedule, is referred to herein as a "Company Fleet Contract"," and neither Fleet nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on Fleet. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Fleet Contract is legal, valid and binding upon the Company or a Subsidiary on Fleet and/or one of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Fleet and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Fleet Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Fleet, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Fleet or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Fleet Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on Fleet.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Pinnacle nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from IFC, Pinnacle, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Pinnacle Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesPinnacle, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Pinnacle has previously delivered made available to Parent IFC true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company Pinnacle is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the Pinnacle Disclosure Schedule, is referred to herein as a "Company Pinnacle Contract", and neither Pinnacle nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on Pinnacle. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Pinnacle Contract is legal, valid and binding upon the Company on Pinnacle or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Pinnacle and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Pinnacle Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on Pinnacle, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Pinnacle or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Pinnacle Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither First Chicago nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First Chicago, NBD, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC First Chicago Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesFirst Chicago, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company First Chicago has previously delivered made available to Parent NBD true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company First Chicago is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the First Chicago Disclosure Schedule, is referred to herein as a "Company First Chicago Contract". , and neither First Chicago nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on First Chicago. (b) Except as set forth in Schedule 3.14(b) hereto, ) (i) each Company Each First Chicago Contract is legal, valid and binding upon the Company on First Chicago or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, First Chicago and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First Chicago Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on First Chicago, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company First Chicago or Subsidiary, as the case may be, any of its Subsidiaries under any such Company First Chicago Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on First Chicago.

Certain Contracts. (a) Except as set forth in Schedule 3.14 3.11(a) hereto, neither the Company nor any of its Subsidiaries is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000without payment, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of K promulgated by the Securities and Exchange Commission) (“SEC”) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsAgreement, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annumnotice, (v) which restricts the conduct of any line of business by the Company or any of its SubsidiariesCompany, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including with respect to any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) plan any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Other than as set forth in the Disclosure Schedule or in this Agreement, no benefits under any of such plans will be increased, or the vesting of the benefits of which, will be accelerated by the occurrence of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all such employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section is referred to herein as a "“Company Contract"”. (b) Except as set forth in Schedule 3.14(b3.11(b) hereto, (i) each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (ii) the Company or Subsidiary, as the case may be, has in performed all material respects performed all obligations required to be performed by it to date under each such Company Contract, (iii) to the knowledge of the Company and the Founder Shareholders, no party is in breach or default and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Professionals Group nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company or PPTF, Professionals Group, PICOM, INSC▇, ▇▇ any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Professionals Group Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesProfessionals Group, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Professionals Group has previously delivered made available to Parent PPTF true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company Professionals Group or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the Professionals Group Disclosure Schedule, is referred to herein in this Agreement as a "Company Professionals Group Contract", and neither Professionals Group nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, would have a Material Adverse Effect on Professionals Group. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Professionals Group Contract is legal, valid and binding upon the Company on Professionals Group or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has . Professionals Group and its Subsidiaries have in all material respects performed all obligations required to be performed by it them to date under each such Company Professionals Group Contract, and (iii) no except where such noncompliance, either individually or in the aggregate, would not have a Material Adverse Effect on Professionals Group. No event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Professionals Group or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Professionals Group Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on Professionals Group.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.11 of the Q-Up Disclosure Schedule, neither the Company Q-Up nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant consultants (other than standard offer letters which cannot be terminated with a payment of less provide for no more than $25,000at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from S1, Q-Up, the Company Surviving Corporation or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (viiiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (v) containing any covenant materially limiting the right of Q-Up or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights, (vi) relating to the disposition or acquisition by Q-Up or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Q-Up or any of its Subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Q-Up's Subsidiaries that is material to Q-Up's business as currently conducted, or (vii) to provide source code to any third party for any product or technology that is material to Q-Up and its Subsidiaries taken as a whole. The Company Q-Up has previously delivered made available to Parent true S1 true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Q-Up or any of its Subsidiaries is a party. Section 3.11(a) of the Q-Up Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Q-Up. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.11(a), whether or not set forth in Section 3.11(a) of the Q-Up Disclosure Schedule, is referred to herein as a an "Company Q-UP CONTRACT", and neither Q-Up nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities know of, any violation of any material Q-Up Contract". (bi) Except as set forth in Schedule 3.14(b) heretoSection 3.11 of the Q-Up Disclosure Schedule, (i) each Company Q-Up Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effecteffect as to the obligations of Q-Up thereunder, and, to the knowledge of Q-Up, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) Q-Up and each of its Subsidiaries has, and to the Company or Subsidiaryknowledge of Q-Up, as the case may beeach third party has, has in all material respects performed all obligations required to be performed by it to date under each such Company Q-Up Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Q-Up or Subsidiary, as the case may be, any of its Subsidiaries under any such Company ContractQ-Up Contract or, to the knowledge of Q-Up, any third party thereto. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither Section 4.15 of the Company nor Disclosure Letter lists each of the following contracts, arrangements, commitments and understandings (whether written or oral and excluding any Loans or Employee Plans) (“Contracts”) to which the Company or any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries is bound as of the Execution Date (collectively, “Company Contracts”), a true, correct and complete copy of each of which has been made available to Parent: (i) any officer Contract relating to Indebtedness for borrowed money on the part of the Company or employee thereofany of its Subsidiaries, including any capitalized leases and any other similar financing transactions in which the Company or any of its Subsidiaries is the borrower and any Indebtedness from an individual; (ii) any lease with respect to the Leased Facilities; (iii) any Contract that contains a put, call or similar right pursuant to which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, or any of its Subsidiaries could be required to purchase or sell any equity securities of any Person; (iv) which is any Contract that contains a consulting non-compete or client, customer or employee non-solicit restriction on the Company or its Subsidiaries or any other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which provision that materially restricts the conduct of any line of business by the Company or any of its Subsidiaries or that would restrict the conduct of any line of business by Parent or any of its Subsidiaries (other than the Surviving Company or any of its Subsidiaries, ) in any geographic area or during any period of time; (viv) any Contract with or to a labor union union, guild or guild labor organization relating to such organizations’ representation of employees of the Company or its Subsidiaries (including any collective bargaining agreement); (vi) any Contract which creates future aggregate payment obligations by the Company or any of its Subsidiaries in excess of $750,000 in any twelve (12) month period, and that by its terms does not terminate or is not terminable without penalty upon notice of ninety (90) days or less; (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to Contract under which the Company or any of its Subsidiaries is entitled to receive payments in excess of $750,000; (viii) any Contract that obligates the Company or any of its Subsidiaries, or, following the Closing, will obligate Parent or the Surviving Company or any of their respective Affiliates, to conduct business with any third party on a party. Each contractpreferential or exclusive basis or that contains “most favored nation” or similar covenants; (ix) any Contract, arrangementother than that entered into in the ordinary course of business consistent with past practice, commitment that relates to the acquisition or understanding disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) and that has any outstanding obligations as of the type described Execution Date that are material to the Company and its Subsidiaries, taken as a whole; (x) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (xi) any Contract which relates to a joint venture, partnership, limited liability company agreement or similar agreement; (xii) any Contract affecting or relating to the equity interests of the Company or any non-wholly owned Subsidiary other than the Transaction Agreements, including any agreement with any stockholder of the Company or any non-wholly owned Subsidiary which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (xiii) any Contract which relates to any royalty, dividend or similar arrangement based on the revenues or profits of the Company; (xiv) other than Employee Plans, proprietary information and invention assignment agreements, any Contract with a Related Party (each Contract with a Related Party not of the types listed in this section is referred to herein as Section 4.15(a)(xiv), a "“Related Party Contract”); (xv) any Contract with a Key Merchant Service Counterparty (each such Contract, a “Key Merchant Service Contract”); (xvi) any Contract of guarantee, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any Person (other than a customer or client of the Company or any of its Subsidiaries); (xvii) any Contract with a Governmental Authority; (xviii) any Contract in which the Company Bank establishes and maintains a dedicated BIN/ICA for an independent sales organization; (xix) any Contract with any Card Network; and (xx) any IP Contract". (b) Except as set forth Neither the Company nor any of its Subsidiaries knows of, or has received written or, to the Knowledge of the Company, oral notice of, any violation of any Company Contract by any of the other parties thereto which, individually or taken together with all other facts, circumstances and events, would reasonably be likely to have a Company Material Adverse Effect. As of the Execution Date, neither the Company nor any of its Subsidiaries is in Schedule 3.14(ba material dispute with any other party to a Company Contract. (c) hereto, (i1) each Each Company Contract is legal, valid and binding upon on the Company or a Subsidiary one of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and is in full force and effecteffect and is enforceable in accordance with its terms except as limited by the Bankruptcy and Equity Exception, (ii2) the Company or Subsidiary, as the case may be, and each of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Contract, (3) to the Knowledge of the Company, as of the Execution Date, each third-party counterparty to each Company Contract has performed all material obligations required to be performed by it under such Company Contract, and (iii4) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a default in any material respect on the part of the Company or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Contract. (c) Neither . As of the Execution Date, neither the Company nor its Subsidiaries any Subsidiary has made received written notice to terminate any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawssuch Company Contracts.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.12(a) of the MidConn Disclosure Schedule, neither the Company nor any of its Subsidiaries MidConn Bank is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, the Option Agreement or the Articles of Combination will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from EFC, Eagle Bank, MidConn Bank, the Company Surviving Bank or any of its EFC's Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesMidConn Bank, (viiv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Option Agreement or the Articles of Combination, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Option Agreement or the Articles of Combination. The Company has previously delivered to Parent true Section 3.12(a) of the MidConn Disclosure Schedule includes true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company MidConn Bank is a party. Section 3.12(a) of the MidConn Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of the SEC's Regulation S-K) of MidConn Bank. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth in Section 3.12(a) of the MidConn Disclosure Schedule, is referred to herein as a "Company MidConn Bank Contract"," and MidConn Bank has not received notice of, nor does it have knowledge of, any violation of any MidConn Bank Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each MidConn Bank Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, MidConn Bank has in all material respects performed all obligations required to be performed by it to date under each such Company MidConn Bank Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or Subsidiary, as the case may be, MidConn Bank under any such Company MidConn Bank Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Hibernia nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employeeconsultants, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Capital One, Hibernia, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee of Hibernia or any Subsidiary thereof, (iii) which that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Hibernia SEC ReportsReports filed prior to the date hereof, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business by Hibernia or, to the Company or knowledge of Hibernia, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.13(a), whether or not set forth in the Hibernia Disclosure Schedule, is referred to herein as a "Company “Hibernia Contract",” and neither Hibernia nor any of its Subsidiaries knows of, or has received notice of, any violation of any Hibernia Contract by any of the other parties thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Hibernia Contract is legal, valid and binding upon the Company on Hibernia or a its applicable Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, Hibernia and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Hibernia Contract, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Hibernia or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Hibernia Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither CB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CB, Pinnacle, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC CB Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesCB, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any CB Benefit Plan, stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company CB has previously delivered made available to Parent Pinnacle true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company CB is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in the CB Disclosure Schedule, is referred to herein as a "Company CB Contract", and neither CB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on CB. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each CB Contract is legal, valid and binding upon the Company on CB or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, CB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each CB Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on CB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company CB or Subsidiary, as the case may be, any of its Subsidiaries under any such Company CB Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on CB.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither TMCS nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Transactions will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company TMCS, Newco, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC TMCS Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by TMCS or upon consummation of the Company or Transactions will materially restrict the ability of Newco to engage in any line of its Subsidiariesbusiness, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of the transactions contemplated by this AgreementTransactions, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company TMCS has previously delivered made or promptly following the date hereof will make available to Parent Lycos true and complete correct copies of all employment, consulting material employment and deferred compensation agreements which are in writing and to which the Company TMCS is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 5.14(a), whether or not set forth in the TMCS Disclosure Schedule, is referred to herein as a "Company TMCS Contract"," and neither TMCS nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on TMCS. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each TMCS Contract is legal, valid and binding upon the Company on TMCS or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, TMCS and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each TMCS Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on TMCS, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company TMCS or Subsidiary, as the case may be, any of its Subsidiaries under any such Company TMCS Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on TMCS.

Certain Contracts. (a) Except as set forth in Schedule Section 3.14 heretoof the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (ia) as of the date hereof, with respect to the employment of any directordirectors, officer executive officers, key employees or employee, or with respect to the material consultants (other than oral contracts of employment of any consultant which cannot be terminated with a payment of less than $25,000at will), (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iiib) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports, (ivc) which contains any material non-compete or exclusivity provisions with respect to any business or geographic area in which business is a consulting conducted with respect to the Company or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days any of its Subsidiaries or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its SubsidiariesSubsidiaries or any geographic area in which the Company or any of its Subsidiaries may conduct business or requires exclusive referrals of any business, (vid) with or to a labor union or guild (including any collective bargaining agreement), (e) except as contemplated by Article I hereof or (viias set forth in Section 3.11(d) of the Company Disclosure Schedule (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or (f) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement. The Company has previously delivered made available to Parent true and complete correct copies of all employment, consulting employment and deferred compensation agreements with executive officers, key employees or material consultants which are in writing and to which the Company or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a "Company Contract". (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Contract is legal, valid and binding upon neither the Company nor any of its Subsidiaries knows of, or a Subsidiary has received notice of, any violation of the Company, as the case may be, assuming due authorization above by any of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000is an Employment Agreement, (ii) which, upon the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Buyer, the Company Company, the Surviving Corporation, the Surviving Bank or any of its their respective Subsidiaries to any officer officer, director, consultant or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) 60 days or less notice and involves involving the payment of more than $25,000 50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries, Subsidiaries or (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a "Company Contract". The Company has previously made available to Buyer true, complete and correct copies of each Company Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold Contract and (iiiiv) no other party to such Company Contract is, to the knowledge of the Company, in default in any other warranties under other state or federal lawsrespect thereunder.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 4.14(a) of the Parent Disclosure Schedule, neither the Company Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any director, officer directors or employee, or with respect to the employment executive officers of any consultant which cannot be terminated with a payment of less than $25,000, Parent (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, Subject Company, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Parent Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesParent, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Parent has previously delivered to Parent Subject Company true and complete correct copies of all employment, consulting and deferred compensation agreements relating to any director or executive officer of Parent which are in writing and to which the Company Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.14(a), whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Company Parent Contract", and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on Parent. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Parent Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on Parent, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Parent or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Parent Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 3.14(a) of the MainSource Disclosure Schedule, as of the date hereof, neither the Company MainSource nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First Financial, MainSource, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports), (iv) which is restricts MainSource’s ability to compete or contains a consulting client or customer non-solicit requirement or any other agreement (including agreements entered into provision, in the ordinary course and data processingeach case, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business by the Company MainSource or any of its Subsidiariesaffiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (viv) with or to a labor union or guild (including any collective bargaining agreement), (vi) any of the benefits of which contract, arrangement, commitment or understanding (vii) (not including any stock option plan, stock appreciation rights plan, restricted stock plan or plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) any of the benefits of which MainSource Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation TABLE OF CONTENTS of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered , (vii) that relates to Parent true the incurrence of indebtedness by MainSource or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and complete copies loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of all employmentbusiness consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of MainSource or its Subsidiaries or (ix) that is a consulting and deferred compensation agreements agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which are in writing and to which terminable by MainSource or any of its Subsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the Company is a partycondition of notice). Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the MainSource Disclosure Schedule, is referred to herein as a "Company “MainSource Contract". (b) Except as set forth in Schedule 3.14(b) hereto,” and neither MainSource nor any of its Subsidiaries knows of, (i) each Company Contract is legalor has received notice of, valid and binding upon the Company or a Subsidiary any violation of the Company, as the case may be, assuming due authorization above by any of the other party parties thereto which would reasonably be expected to have, either individually or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constituteaggregate, a default Material Adverse Effect on the part of the Company or Subsidiary, as the case may be, under any such Company ContractMainSource. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Herkimer nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company Partners Trust, Herkimer, or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company Herkimer or any of its Subsidiaries, (viiv) with or to a labor union or guild (including any collective bargaining agreement), ) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). The Company has previously delivered to Parent true and complete copies of all There are no employment, consulting and deferred compensation agreements which are in writing and to which the Company Herkimer or any of its Subsidiaries is a party. Section 3.12(a) of the Herkimer Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Herkimer and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth in Section 3.12(a) of the Herkimer Disclosure Schedule, is referred to herein as a "Company Herkimer Contract"," and neither Herkimer nor any of its Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation of any Herkimer Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Herkimer Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Herkimer and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Herkimer Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Herkimer or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Herkimer Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither BANC ONE nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occur- rence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from BANC ONE, FCN, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC BANC ONE Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesBANC ONE, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company BANC ONE has previously delivered made available to Parent FCN true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company BANC ONE is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 5.14(a), whether or not set forth in the BANC ONE Disclosure Schedule, is referred to herein as a "Company BANC ONE Contract", and neither BANC ONE nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on BANC ONE. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each BANC ONE Contract is legal, valid and binding upon the Company on BANC ONE or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, BANC ONE and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each BANC ONE Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on BANC ONE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company BANC ONE or Subsidiary, as the case may be, any of its Subsidiaries under any such Company BANC ONE Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on BANC ONE.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto3.14(a) of the HBE Disclosure Schedules, neither HBE nor the Company nor any of its Subsidiaries HBE Bank is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or compensation of any directordirectors, officer officers or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, employees; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement, Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from HBE, SFS, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer officer, director or employee thereof, thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) which is a material contract any contract, arrangement, commitment or understanding (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed whether written or incorporated by reference in the Company SEC Reports, (ivoral) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company HBE; or (iv) any contract, arrangement, commitment or any of its Subsidiaries, understanding (vi) with whether written or to a labor union or guild (including any collective bargaining agreementoral), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger. The Company HBE has previously delivered made available to Parent SFS true and complete correct copies of all employment, consulting employment and deferred compensation agreements arrangements which are in writing and to which HBE or the Company HBE Bank is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), is referred to herein as an "HBE Contract," and neither HBE nor the HBE Bank knows of, or has received notice of, any violation of any HBE Contract by any of the other parties thereto, which, individually or in the aggregate, would have a "Company Contract"Material Adverse Effect on HBE. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each HBE Contract is legal, valid and binding upon on HBE or the Company or a Subsidiary of the CompanyHBE Bank, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) each of HBE and the Company or Subsidiary, as the case may be, HBE Bank has in all material respects performed all obligations required to be performed by it to date under each HBE Contract to which it is a party, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on HBE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of HBE or the Company or Subsidiary, as the case may be, HBE Bank under any such Company HBE Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where any such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on HBE.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 4.17(a) of the North Fork Disclosure Schedule, as of the date of this Agreement neither the Company North Fork nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or after notice or lapse of time or both) result in (x) any payment or benefits (whether of severance pay or otherwise) becoming due due, or any increase in the amount of or acceleration or vesting of any rights to any payment or benefits, from the Company North Fork or any of its Subsidiaries to any officer director, officer, employee or employee thereofconsultant thereof or (y) the invalidity, unenforceability or discontinuation of any such contract, arrangement, commitment or understanding, whether in whole or in part, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsNorth Fork Reports filed prior to the date of this Agreement, or (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company North Fork or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.17(a), whether or not set forth in Section 4.17(a) of the North Fork Disclosure Schedule, is referred to herein as a "Company North Fork Contract.". (b) Except as set forth in Schedule 3.14(bSection 4.17(b) heretoof the North Fork Disclosure Schedule, (i) each Company North Fork Contract is legal, valid and binding upon the Company on North Fork or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, North Fork and in full force and effecteffect (except to the extent that any North Fork Contract expires in accordance with its terms), (ii) the Company or Subsidiary, as the case may be, North Fork and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company North Fork Contract, and (iii) no event or condition exists which constitutes orconstitutes, or after notice or lapse of time or both, both would constitute, a default on the part of the Company North Fork or Subsidiary, as the case may be, any of its Subsidiaries under any such Company North Fork Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iiiiv) no other party to such North Fork Contract is, to the knowledge of North Fork, in default in any other warranties under other state or federal lawsrespect thereunder.

Certain Contracts. (a) Except as set forth in Section 4.19 of the Purchaser Disclosure Schedule 3.14 heretoand in the FDIC Reports filed prior to the date of this Agreement, neither the Company Purchaser nor any of its Subsidiaries Parent is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,0005,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company Purchaser or any of its Subsidiaries Parent to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC FDIC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) 90 days or less notice and involves involving the payment of more less than $25,000 10,000 per annum, (v) which restricts the conduct of any line of business by the Company Purchaser or any of its SubsidiariesParent, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Purchaser has previously delivered to Parent the Company true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Purchaser or Parent is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section, whether or not set forth in Section 4.19 of Purchaser Disclosure Schedule, is referred to herein as a "Company Purchaser Contract". (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Purchaser Contract is legal, valid and binding upon the Company Purchaser or a Subsidiary of the CompanyParent, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company Purchaser or Subsidiary, as the case may be, Parent each has in all material respects performed all obligations required to be performed by it to date under each such Company Purchaser Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company Purchaser or Subsidiary, as the case may be, Parent under any such Company Purchaser Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither BankBoston nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Fleet, BankBoston, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC BankBoston Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by BankBoston or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company BankBoston has previously delivered made available to Parent Fleet true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company BankBoston or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the BankBoston Disclosure Schedule, is referred to herein as a "Company BankBoston Contract"," and neither BankBoston nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on BankBoston. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each BankBoston Contract is legal, valid and binding upon the Company on BankBoston or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, BankBoston and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each BankBoston Contract, except where such Company Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on BankBoston, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company BankBoston or Subsidiary, as the case may be, any of its Subsidiaries under any such Company BankBoston Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, will not have a Material Adverse Effect on BankBoston.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoPreviously Disclosed, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (ia) as of the date hereof, with respect to the employment employment, termination or compensation of any directordirectors, officer executive officers, key employees or employee, or with respect to the material consultants (other than oral contracts of employment of any consultant at will which cannot may be terminated with a payment of less than $25,000without penalty), (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iiib) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports, (ivc) which contains any material non-compete or exclusivity provisions with respect to any business or geographic area in which business is a consulting conducted with respect to the Company or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days any of its affiliates or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiariesaffiliates or any geographic area in which the Company or any of its affiliates may conduct business or requires exclusive referrals of any business, (vid) with except as contemplated by Article I hereof or to a labor union or guild (including any collective bargaining agreement), or (vii) as set forth in Section 3.11 of the Company Disclosure Schedule (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the funding, vesting or payment of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or (e) which would prohibit or materially delay the consummation of the Merger or the Offer. The Company has previously delivered made available to Parent true and complete correct copies of all employment, consulting termination and deferred compensation agreements (including deferred compensation) with executive officers, key employees or material consultants which are in writing and to which the Company or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a "COMPANY CONTRACT", and neither the Company Contract". (b) Except as set forth in Schedule 3.14(b) heretonor any of its Subsidiaries has Knowledge of, (i) each or has received notice of, any violation of any Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization by any of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoPreviously Disclosed, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (ia) as of the date hereof, with respect to the employment employment, termination or compensation of any directordirectors, officer executive officers, key employees or employee, or with respect to the material consultants (other than oral contracts of employment of any consultant at will which cannot may be terminated with a payment of less than $25,000without penalty), (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any officer or employee thereof, (iiib) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports, (ivc) which contains any material non-compete or exclusivity provisions with respect to any business or geographic area in which business is a consulting conducted with respect to the Company or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days any of its affiliates or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiariesaffiliates or any geographic area in which the Company or any of its affiliates may conduct business or requires exclusive referrals of any business, (vid) with except as contemplated by Article I hereof or to a labor union or guild (including any collective bargaining agreement), or (vii) as set forth in Section 3.11 of the Company Disclosure Schedule (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the funding, vesting or payment of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or (e) which would prohibit or materially delay the consummation of the Merger or the Offer. The Company has previously delivered made available to Parent true and complete correct copies of all employment, consulting termination and deferred compensation agreements (including deferred compensation) with executive officers, key employees or material consultants which are in writing and to which the Company or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a "Company Contract". (b) Except as set forth in Schedule 3.14(b) hereto, (i) each and neither the Company nor any of its Subsidiaries has Knowledge of, or has received notice of, any violation of any Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization by any of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) a Except as set forth in Schedule 3.14 SCHEDULE 4.13 hereto, neither the Company Holding nor any of its Subsidiaries Sub is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,00050,000, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company Holding or any of its Subsidiaries Sub to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsAgreement, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 50,000 per annum, (v) which restricts the conduct of any line of business by the Company Holding or any of its SubsidiariesSub, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Holding has previously delivered to Parent the Company true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Holding or Sub is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section, whether or not set forth in SCHEDULE 4.13 hereto is referred to herein as a "Company Holding Contract". (b) Except as set forth in Schedule 3.14(b) hereto, b (i) each Company Each Holding Contract is legal, valid and binding upon the Company Holding or a Subsidiary of the CompanySub, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company Holding or Subsidiary, as the case may be, Sub each has in all material respects performed all obligations required to be performed by it to date under each such Company Holding Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company Holding or Subsidiary, as the case may be, Sub under any such Company Holding Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 3.16(a) of the FSB Disclosure Schedule, neither the Company nor none of FSB, FSB's Bank or any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any director, officer or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000, consultant; (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Company FSB, FSB's Bank, or any of its Subsidiaries to any officer or employee thereof, ; (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, Agreement; (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety sixty (9060) days or less notice and involves involving the payment of more than $25,000 per annum, ; (v) which materially restricts the conduct of any line of business by the Company FSB, FSB's Bank, or any of its the Subsidiaries, ; (vi) with or to a labor union or guild (including any collective bargaining agreement), ; or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company FSB has previously delivered or made available to Parent BPFH true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which FSB, FSB's Bank or any of the Company Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section, whether or not set forth in Section 3.16(a) of the FSB Disclosure Schedule, is referred to herein as a an "Company FSB Contract.". (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company FSB Contract is legal, valid and binding upon the Company FSB, FSB's Bank or a Subsidiary of the Companysuch Subsidiary, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) FSB, FSB's Bank and each of the Company or Subsidiary, as the case may be, Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company FSB Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of FSB, FSB's Bank or any of the Company or Subsidiary, as the case may be, Subsidiaries under any such Company FSB Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretodisclosed on Section 3.13(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any written contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employeeconsultants, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) whichthat, upon the execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Buyer, Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries to any director, officer or employee of the Company or any of its Subsidiaries to any officer or employee Subsidiary thereof, (iii) which that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC ReportsReports filed before the date hereof, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that materially restricts the conduct of any line of business by the Company or any of its SubsidiariesSubsidiaries or, to the knowledge of the Company, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any that is a stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or stock purchase plan) benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a "“Company Contract",” and the Company does not know of, and has not received written notice of, any material violation of any Company Contract by any of the other parties thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Each Company Contract is legal, valid and binding upon on the Company or a Subsidiary of or, to the Company’s knowledge, as the case may be, assuming due authorization of the other party or parties theretoits applicable Subsidiary, and is in full force and effect, (ii) the Company or Subsidiaryand, as to the case may beCompany’s knowledge, each of its Subsidiaries, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, Contract and (iii) except as set forth on Section 3.13(b) of the Company Disclosure Schedule, no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company or Subsidiaryor, as to the case may beCompany’s knowledge, any of its Subsidiaries, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Pinnacle nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employee, or employees other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CB, Pinnacle, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Pinnacle Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesPinnacle, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Pinnacle has previously delivered made available to Parent CB true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company Pinnacle is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the Pinnacle Disclosure Schedule, is referred to herein as a "Company Pinnacle Contract", and neither Pinnacle nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on Pinnacle. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Pinnacle Contract is legal, valid and binding upon the Company on Pinnacle or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Pinnacle and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Pinnacle Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on Pinnacle, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Pinnacle or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Pinnacle Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoAs of the date of this Agreement, neither the Company Lycos nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Terra, Lycos, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Lycos SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Lycos or upon consummation of the Company Reincorporation Merger will materially restrict the business of the Surviving Corporation or any of its SubsidiariesTerra, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Lycos has previously delivered made available to Parent Terra true and complete correct copies of all employment, consulting employment and deferred compensation agreements in effect as of the date of this Agreement which are in writing and to which the Company Lycos or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.12(a), whether or not set forth in the Lycos Disclosure Schedule, is referred to herein as a "Company Lycos Contract"," and neither Lycos nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Lycos. (b) Except as set forth in Schedule 3.14(b) hereto, (i) As of the Date of this Agreement, each Company Lycos Contract is legal, valid and binding upon the Company on Lycos or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Lycos and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Lycos Contract, except where such Company Contractnoncompliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Lycos, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Lycos or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Lycos Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, either individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not reasonably be expected to have a Material Adverse Effect on Lycos.

Certain Contracts. (a) 4.13.1. Except as set forth in Schedule 3.14 heretodisclosed on Section 4.13.1 of the Old Forge Disclosure Schedule, neither the Company nor any of its Subsidiaries Old Forge is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employeeconsultants, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) whichthat, upon the execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Penseco, Old Forge, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Old Forge or, to the Company or knowledge of Old Forge, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viiv) with or to a labor union or guild (including any collective bargaining agreement), or (viiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or stock purchase plan) benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. The Company has previously delivered to Parent true and complete copies of all employment, consulting and deferred compensation agreements or (vi) which are in writing and to which the Company is a partyotherwise material. Each contract, arrangement, commitment or understanding of the type described in this section Section 4.13.1, whether or not set forth in the Old Forge Disclosure Schedule, is referred to herein as a an "Company Old Forge Contract"," and Old Forge does not know of, and has not received notice of, any material violation of any Old Forge Contract by any of the other parties thereto. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Old Forge Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, on Old Forge and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, Old Forge has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, Old Forge Contract and (iii) except as set forth on Section 4.13.2 of the Old Forge Disclosure Schedule, no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company or Subsidiary, as the case may be, Old Forge under any such Company Old Forge Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.12(a) of the Village Disclosure Schedule, neither the Company Village nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ▇▇▇▇▇▇▇, Village, the Company Surviving Corporation, ▇▇▇▇▇▇▇ Bank, Village Bank or the Surviving Bank or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company Village or any of its SubsidiariesVillage Bank, (viiv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement. The Company Village has previously delivered to Parent true ▇▇▇▇▇▇▇ true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company Village or any of its Subsidiaries is a party. Section 3.12(a) of the Village Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Village. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth at Section 3.12(a) of the Village Disclosure Schedule, is referred to herein as a "Company Village Contract"," and neither Village nor any of its Subsidiaries has received notice of, nor to the Knowledge of Village and Village Bank, has there been, any violation of any Village Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Village Contract is legalvalid, valid and binding upon the Company with respect to Village (or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties thereto, applicable) and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Village and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Village Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company Village or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Village Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither on the Company nor any of its Subsidiaries Mid-Valley Disclosure Schedule, (a) Mid-Valley is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) whichthat, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Mid-Valley, Bancorp, the Company Surviving Bank, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which that is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports), (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which that restricts the conduct of any line of business by the Company or any of its SubsidiariesMid-Valley, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Mid-Valley has previously delivered to Parent Bancorp true and complete correct copies of all employment, consulting consulting, and deferred compensation agreements which that are in writing and a written summary of all such contracts that are material to which the Company is a partyMid-Valley and not in writing. Each contract, arrangement, commitment or understanding of the type described in this section section, whether or not set forth in the Mid-Valley Disclosure Schedule, is referred to herein as a "Company “Mid-Valley Contract".” Mid-Valley does not know of, nor has it received notice of, any violation of any Mid-Valley Contract by any of the other parties thereto that, individually or in the aggregate, would have a Material Adverse Effect on Mid-Valley. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each Mid-Valley Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, Mid-Valley has in all material respects performed all obligations required to be performed by it to date under each Mid-Valley Contract, except where such Company Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on Mid-Valley, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Mid-Valley or, to the Company or Subsidiaryknowledge of Mid-Valley, as on the case may be, part of any other party under any such Company Mid-Valley Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) where such default, individually or in the warranties and/or agreement(s) aggregate, would not have a Material Adverse Effect on Mid-Valley. Section 4.4 of the Mid-Valley Disclosure Schedule specifies consents and approvals that are required by a party to indemnify or replace product of which true and correct copies have been delivered a Mid-Valley Contract to Parent, (ii) the warranties applicable under the Uniform Commercial Code as maintain such Mid-Valley Contract in effect from time to time in following the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsMerger.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoSection 3.14(a) of the Subject Company Disclosure Schedule, neither the Subject Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any director, officer directors or employee, or with respect to the employment executive officers of any consultant which cannot be terminated with a payment of less than $25,000, Subject Company (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, Subject Company, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Subject Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company or any of its SubsidiariesSubject Company, (viv) with or to a labor union or guild (including any collective bargaining agreement), or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Subject Company has 22 previously delivered to Parent true and complete correct copies of all employment, consulting and deferred compensation agreements relating to any director or executive officer of Subject Company which are in writing and to which the Subject Company or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in Section 3.14(a) of the Subject Company Disclosure Schedule, is referred to herein as a "Subject Company Contract", and neither Subject Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on Subject Company. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Each Subject Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Subject Company or Subsidiary, as the case may be, and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Subject Company Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on Subject Company, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Subject Company or Subsidiary, as the case may be, any of its Subsidiaries under any such Subject Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify where such default, individually or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal lawsaggregate, would not have a Material Adverse Effect on Subject Company.

Certain Contracts. (a) Except as set forth in Schedule 3.14 hereto, neither the Company Neither Old Kent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): ) (i) with respect to the employment of any directordirectors, officer officers or employeeemployees, or other than in the ordinary course of business consistent with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000past practice, (ii) which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Fifth Third, Old Kent, the Company Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-B K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Old Kent Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by Old Kent or upon consummation of the Company or Merger will materially restrict the ability of the Surviving Corporation to engage in any line of its Subsidiariesbusiness in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viivi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Old Kent has previously delivered made available to Parent Fifth Third true and complete correct copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which the Company Old Kent or any of its Subsidiaries is a party. Each contract, arrangement, 18 26 commitment or understanding of the type described in this section Section 3.14(a), whether or not set forth in the Old Kent Disclosure Schedule, is referred to herein as a "Company Old Kent Contract"," and neither Old Kent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on Old Kent. (b) Except as set forth With such exceptions that, either individually or in Schedule 3.14(b) heretothe aggregate, will not have a Material Adverse Effect on Old Kent, (i) each Company Old Kent Contract is legal, valid and binding upon the Company on Old Kent or a Subsidiary any of the Companyits Subsidiaries, as the case may be, assuming due authorization of the other party or parties theretoapplicable, and is in full force and effect, (ii) the Company or Subsidiary, as the case may be, Old Kent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Old Kent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of the Company Old Kent or Subsidiary, as the case may be, any of its Subsidiaries under any such Company Old Kent Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth in Schedule 3.14 heretoat Section 3.12 of the People's Corp. Disclosure Schedule, neither the Company People's Corp. nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect to the employment of any directordirectors, officer officers, employees or employee, or with respect to the employment of any consultant which cannot be terminated with a payment of less than $25,000consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ▇▇▇▇▇▇▇, People's Corp., People's Bank, the Company Surviving Corporation, ▇▇▇▇▇▇▇ Bank or any of its their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which materially restricts the conduct of any line of business by the Company People's Corp. or any of its SubsidiariesPeople's Bank, (viiv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viiv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. The Company People's Corp. has previously delivered to Parent true ▇▇▇▇▇▇▇ true, correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company People's Corp. or any of its Subsidiaries is a party. Section 3.12(a) of the People's Corp. Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of People's Corp. Each contract, arrangement, arrangement or commitment or understanding of the type described in this section Section 3.12(a), whether or not set forth in Section 3.12(a) of the People's Corp. Disclosure Schedule, is referred to herein as a "Company People's Corp. Contract"," and neither People's Corp. nor any of its Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation of any People's Corp. Contract. (b) Except as set forth in Schedule 3.14(b) hereto, (i) each Company Each People's Corp. Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) the Company or Subsidiary, as the case may be, People's Corp. and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company People's Corp. Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company People's Corp. or Subsidiary, as the case may be, any of its Subsidiaries under any such Company People's Corp. Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.