0000950124-08-002778 Sample Contracts

VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement and Irrevocable Proxy • June 20th, 2008 • Cottonwood Holdings, Inc. • Savings institution, federally chartered • Delaware

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of June 13, 2008 by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and FBOP Corporation, an Illinois corporation (“FBOP”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

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AGREEMENT REGARDING M&I LOAN
Agreement Regarding • June 20th, 2008 • Cottonwood Holdings, Inc. • Savings institution, federally chartered

THIS AGREEMENT (this “Agreement”), dated as of June 13, 2008, is made by and between FBOP Corporation, organized under the laws of the State of Illinois (“FBOP”), and M&I Marshall & Ilsley Bank, a bank organized under the laws of the State of Wisconsin (“M&I”).

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