Common use of Financial Statements and Reports Clause in Contracts

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations ("Regulatory Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it Ambanc or any of its Subsidiaries Ambanc Subsidiary with the SEC or the OTS under various securities and financial institution laws and regulations ("Regulatory Reports")the 1933 Act, or the 1934 Act, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five yearsyears (or such shorter period as they may have been subject to such filing requirements), it Ambanc and its the Ambanc Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them with the SEC, the OTS, or the FDIC under various securities and financial institution laws and regulations regulations, except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on itthe business, financial condition or results of operations of Ambanc and the Ambanc Subsidiaries, taken as a whole; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September 30December 31, 1998), prepared 1997) in accordance with its Ambanc's books and records and those of any of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30December 31, 1998, 1997 will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or incomeoperations, changes in stockholders' equity and cash flows of it Ambanc and its the Ambanc Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal to interim results and changes in nature and amountsgenerally accepted accounting principles). Its The audited consolidated financial statements at of Ambanc as of December 31, 1997 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect disclose or will reflectdisclose, to the extent required by generally accepted accounting principles, as the case may be, all liabilities (whether accrued, absolute, contingent, direct or indirect, unliquidated or otherwise, whether due or due to become due and regardless of when asserted) ), as of such date their respective dates, of it Ambanc and its the Ambanc Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles principles, other than liabilities which are not, in the aggregate, material to Ambanc and the Ambanc Subsidiaries, taken as a whole, and contain or will contain (as in the case may be) opinion of management adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it Ambanc or its the Ambanc Subsidiaries, taken as a whole, except as disclosed in such the audited consolidated financial statements at December 31, 1997 1997, or for transactions effected or effected, actions occurring or omitted to be taken taken, or claims made after December 31, 1997 1997, (i) in the ordinary course of business, or (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it Ambanc has delivered or made available to the other party each Regulatory Report filed, used or circulated by it Company all periodic reports filed with respect to the SEC under the 1934 Act for periods since January 1December 31, 1995 1997 through the date of this Agreement hereof and will through Closing promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)copies of 1934 Act reports for future periods.

Financial Statements and Reports. (a) No registration statementThe Parent has filed all forms, offering circular, proxy statement, schedule or report reports and documents with the SEC required to be filed by it or any of its Subsidiaries under various securities pursuant to the Securities Act and financial institution laws and regulations the Exchange Act (collectively, the "Regulatory ReportsParent SEC Filings"), on all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. None of such Parent SEC Filings, at the time filed or as subsequently amended by a Parent SEC Filing filed prior to the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statementshereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For The Parent SEC Filings filed after the past five years, it date of this Agreement and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except prior to the extent that all failures to so fileEffective Time, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied (i) will comply in all material respects with all applicable requirements of law andthe Securities Act and the Exchange Act and (ii) will not at the time they will be filed, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except ; provided, however, that, except as set forth in Section 4.7 hereof, no representation is made by the Parent or the Purchaser with respect to the extent stated thereinS-4 Registration Statement or the Proxy Statement/Prospectus. (b) The consolidated balance sheets and the related consolidated statements of income, all financial statements cash flow and schedules included changes in shareholder equity of the Regulatory Reports (or to be included in Regulatory Reports to be filed after Parent and the date hereof) Parent Subsidiaries (i) were or will be (with respect to financial statements contained in respect of periods ending after September the Parent's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 19982003 and the Parent's Annual Report on Form 10-K for the year ended December 31, 2002 (collectively, the "Parent 2002-2003 Financial Statements"), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) to be contained in Parent SEC Filings filed after the date hereof (collectively with the Parent 2002-2003 Financial Statements, the "Parent Financial Statements"), when filed (i) complied or will comply in all material respects as to form with the published rules and regulations of the SEC and (ii) presented or will present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position of the Parent and the Parent Subsidiaries as of such date, and the consolidated results of their operations or income, changes in stockholders' equity and their cash flows of it and its Subsidiaries as of the dates and for the periods indicated presented therein, in accordance conformity with generally accepted accounting principles applied on a basis consistent with prior periods (GAAP, except for the omission of notes to unaudited statements as otherwise noted therein, and subject in the case of unaudited quarterly financial statements to recurring normal year-end audit adjustments normal in nature and amounts). Its audited consolidated except that the quarterly financial statements at December 31, 1997 do not contain all of the footnote disclosures required by GAAP. (c) The books and for records of the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it Parent and its Subsidiaries required to be reflected have been prepared and maintained in such form and substance adequate in all material respects for preparing the Parent's financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsGAAP. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. All reports and documents filed by Purchaser under Section 13 or subsections (a) No registration statement, offering circular, proxy statement, schedule or report filed by it or any (c) of its Subsidiaries under various securities and financial institution laws and regulations Section 14 of the Exchange Act with the SEC ("Regulatory Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on are collectively referred to herein as the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light “Purchaser Reports”) constitute all of the circumstances under which they were made, not misleading. For the past five years, it reports and its Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them Purchaser under various securities Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from August 5th, 2002 through January 1, 2004. The Purchaser Reports have been duly and financial institution laws and regulations except to the extent that all failures to so filetimely filed, were in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied compliance in all material respects with applicable the requirements of law andthe Exchange Act and the rules and regulations thereunder when filed, and were complete and correct in all material respects as of the dates at which the information therein was furnished. As of their respective date or dates, the date as amended, Purchaser Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The audited financial statements and schedules unaudited interim financial statements of Purchaser included in the Regulatory Purchaser Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to financial statements in respect of periods ending after September 30thereto when filed, 1998), (ii) were prepared in accordance with its books and records and those of its consolidated SubsidiariesGAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and (ii) present (and in the case of quarterly financial statements in respect of periods ending after September 30statements, 1998as permitted by Form 10-QSB under the Exchange Act), will present(iii) fairly present the consolidated financial position and the consolidated condition, results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries Purchaser as of the respective dates thereof and for the periods indicated in accordance with generally accepted accounting principles applied on a basis referred to therein, and (iv) are consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through Purchaser. Since the date of this Agreement the filing with the SEC of Purchaser’s most recent Form 10-QSB, there has been no material adverse change in the financial condition or results operations of Purchaser that has resulted in a Material Adverse Effect on the Business or the Purchased Assets. There are no restatements of Purchaser’s financial statements currently contemplated as discussed with Purchaser’s Audit Committee. Purchaser acknowledges that it has access to, and will promptly deliver has reviewed (to the other party each such Regulatory Report filed, used or circulated after extent it has deemed necessary) the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Company Reports.

Financial Statements and Reports. Star has made available to EFCC true and complete copies of (ai) No its Annual Report on Form 10-KSB as filed with the Securities and Exchange Commission (the "Commission"), for the year ended May 31, 1996 (the "Star Form 10-KSB"), (ii) all registration statementstatements filed by Star and declared effective under the Securities Act since January 1, offering circular1994 through the date hereof, proxy statementand (iii) all other reports, schedule or report statements and registration statements (including Current Reports on Form 8-K) filed by it with the Commission since January 1, 1994 through the date hereof. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or any schedules or other information, included or incorporated by reference therein) are referred to in this Agreement as the "Star SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, became effective, the Star SEC Filings complied as to form and financial institution laws content, in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The financial statements and schedules of Star included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) Star SEC Filings were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, generally accepted accounting principles (as in effect from time to time) applied on a consistent basis and (iiexcept as may be indicated therein or in the notes thereto) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it Star and its the Star Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and subject, in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsadjustments described therein. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it NewSouth or any of its Subsidiaries NewSouth Subsidiary with the SEC under various securities and financial institution laws and regulations ("Regulatory Reports")the 1933 Act, or the 1934 Act, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five yearsyears (or such shorter period as they may have been subject to such filing requirements), it NewSouth and its the NewSouth Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them with the SEC, the FRB, the Commission, or the FDIC under various securities and financial institution laws and regulations regulations, except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on itthe business, financial condition or results of operations of NewSouth and the NewSouth Subsidiaries, taken as a whole; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, with respect to the SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and, with respect to reports and documents filed with banking regulatory agencies, were accurate in all material respects. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September 30March 31, 1998), prepared 1999) in accordance with its NewSouth's books and records and those of any of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30March 31, 1998, 1999 will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or incomeoperations, changes in stockholders' equity and cash flows of it NewSouth and its the NewSouth Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal to interim results and changes in nature and amountsgenerally accepted accounting principles). Its audited The consolidated financial statements at December 31of NewSouth as of September 30, 1997 1998 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect disclose or will reflectdisclose, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or due to become due and regardless of when asserted) ), as of such date their respective dates, of it NewSouth and its the NewSouth Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles principles, other than liabilities which are not, in the aggregate, material to NewSouth and the NewSouth Subsidiaries, taken as a whole, and contain or will contain (as in the case may be) opinion of management adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it NewSouth or its the NewSouth Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31September 30, 1997 1998, or for transactions effected or actions occurring or omitted to be taken after December 31September 30, 1997 1998, (i) in the ordinary course of business, or (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it NewSouth has delivered or made available to the other party each Regulatory Report filed, used or circulated by it Company all periodic reports filed with respect to the SEC under the 1934 Act for periods since January 1December 31, 1995 1996 through the date of this Agreement hereof and will through Closing upon written request promptly deliver to the other party each such Regulatory Report filedcopies of 1934 Act reports for future periods. (c) Except (i) as disclosed in Section 3.4 of Schedule II, used (ii) as reflected, noted or circulated after the date hereof, each adequately reserved against in the form financial statements referred to in this Section 3.4, or (including exhibits and any amendments theretoiii) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, for deposits incurred in the form used ordinary course of business consistent with past practice, NewSouth and the NewSouth Subsidiaries do not have any material liabilities (whether accrued, absolute, contingent or circulatedotherwise).

Financial Statements and Reports. (a) No registration statementThe Company has filed with the Commission all forms, offering circularreports, proxy statementschedules, schedule or report statements and other documents required to be filed by it since January 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"). The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or schedules or other information incorporated by reference therein) are referred to in this Agreement as the "Company SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, became effective, the Company SEC Filings complied as to form and financial institution laws content, in all material respects, with the requirements of the Securities Act, and the Exchange Act, as the case may be, and the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports The Subsidiary is not required to be filed by them under various securities file any material forms, reports, schedules, statements or other documents with the Commission. The financial statements of the Company included in the Company SEC Filings were prepared from, and financial institution laws and regulations except to the extent that all failures to so fileare, in all material respects, in accordance with, the aggregatebooks and records of the Company and the Subsidiary, would not have a material adverse effect on it; and all such documents, as finally amended, complied comply in all material respects with applicable accounting requirements and the published rules and regulations of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinCommission with respect thereto were prepared, in light of the circumstances under which they were madeall material respects, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and United States generally accepted accounting principles (iias in effect from time to time) present applied on a consistent basis (and except as may be indicated therein or in the case of financial statements notes thereto) and present fairly in respect of periods ending after September 30, 1998, will present) fairly all material respects the consolidated financial position and the consolidated position, results of operations or income, changes in stockholders' equity and cash flows of it the Company and its Subsidiaries the Subsidiary as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and subject, in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal adjustments described therein which adjustments will not be material either singly or in the aggregate. (The unaudited consolidated balance sheet of the Company and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January Subsidiary as of November 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each 1997 included in the form (including exhibits Form 10-Q for the Company's fiscal quarter ended November 1, 1997 is hereinafter called the "Company Balance Sheet," and any amendments thereto) filed with November 1, 1997 is hereinafter called the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated"Company Balance Sheet Date.").

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it the Company with the SEC under the 1933 Act or any of its Subsidiaries under various securities and financial institution laws and regulations the 1934 Act ("Regulatory SEC Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The Company and the past five years, it and its Company Subsidiaries have timely filed all Regulatory Reports reports and documents required to be filed by them with the SEC, the OTS, or the FDIC under various securities and financial institution banking laws and regulations for the last five years (or such shorter period as they may have been subject to such filing requirements), except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; the business, financial condition or results of operations of the Company and all the Company Subsidiaries, taken as a whole. All such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, with respect to the SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and, with respect to reports and documents filed with banking regulatory agencies, were accurate in all material respects. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September 30March 31, 1998), prepared 1999) in accordance with its the Company's books and records and those of its consolidated any of the Company Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30March 31, 19981999, will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or income, changes in stockholders' equity and cash flows of it the Company and its the Company Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal in nature to interim results and amountschanges to generally accepted accounting principles). Its audited The consolidated financial statements of the Company at December 31September 30, 1997 1998 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) ), as of such date their respective dates, of it the Company and its the Company Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles and in the opinion of Company management contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it the Company or its the Company Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31September 30, 1997 1998 or for transactions effected or actions occurring or omitted to be taken after December 31September 30, 1997 1998 (i) in the ordinary course of business, or (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it The Company has delivered or made available to the other party NewSouth each Regulatory SEC Report filed, used or circulated by it with respect to periods since January 1, 1995 November 1996 through the date of this Agreement and will promptly deliver to the other party each such Regulatory SEC Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority SEC (or, if not so filed, in the form used or circulated), including, without limitation, its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q. (c) Except (i) as disclosed in Section 2.4 of Schedule I, (ii) as reflected, noted or adequately reserved against in the financial statements referred to in this Section 2.4, or (iii) for deposits incurred in the ordinary course of business consistent with past practice, Company and the Company Subsidiaries do not have any material liabilities (whether accrued, absolute, contingent or otherwise).

Financial Statements and Reports. (a) No registration statementThe Parent has filed all forms, offering circular, proxy statement, schedule or report reports and documents with the SEC required to be filed by it or any of its Subsidiaries under various securities pursuant to the Securities Act and financial institution laws and regulations the Exchange Act (collectively, the "Regulatory ReportsParent SEC Filings"), on all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. None of such Parent SEC Filings, at the time filed or subsequently amended by a Parent SEC Filing filed prior to the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statementshereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For The Parent SEC Filings filed after the past five years, it date of this Agreement and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except prior to the extent that all failures to so fileEffective Time, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied (i) will comply in all material respects with all applicable requirements of law andthe Securities Act and the Exchange Act and (ii) will not at the time they will be filed, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except ; provided, however, that, except as set forth in Section 4.7 hereof, no representation is made by the Parent or the Purchaser with respect to the extent stated thereinS-4 Registration Statement or the Proxy Statement/Prospectus. (b) The consolidated balance sheets and the related consolidated statements of income, all financial statements cash flow and schedules included changes in shareholder equity of the Regulatory Reports (or to be included in Regulatory Reports to be filed after Parent and the date hereof) Parent Subsidiaries (i) were or will be (with respect to financial statements contained in respect of periods ending after the Parent's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 19982003 and the Parent's Annual Report on Form 10-K for the year ended December 31, 2002 (collectively, the "Parent 2002-2003 Financial Statements"), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) to be contained in Parent SEC Filings filed after the date hereof (collectively with the Parent 2002-2003 Financial Statements, the "Parent Financial Statements"), when filed (i) complied or will comply in all material respects as to form with the published rules and regulations of the SEC and (ii) presented or will present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position of the Parent and the Parent Subsidiaries as of such date, and the consolidated results of their operations or income, changes in stockholders' equity and their cash flows of it and its Subsidiaries as of the dates and for the periods indicated presented therein, in accordance conformity with generally accepted accounting principles applied on a basis consistent with prior periods (GAAP, except for the omission of notes to unaudited statements as otherwise noted therein, and subject in the case of unaudited quarterly financial statements to recurring normal year-end audit adjustments normal in nature and amounts). Its audited consolidated except that the quarterly financial statements at December 31, 1997 do not contain all of the footnote disclosures required by GAAP. (c) The books and for records of the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it Parent and its Subsidiaries required to be reflected have been prepared and maintained in such form and substance adequate in all material respects for preparing the Parent's financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsGAAP. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. Twister has made available to Tango true and complete copies of (ai) No its Annual Report on Form 10-K for the year ended December 31, 1996 (the "Twister 10-K"), as filed with the Commission, (ii) its proxy statement relating to the annual meetings of its stockholders held on May 23, 1997, (iii) all registration statementstatements filed by Twister and declared effective under the Securities Act (other than registration statements on Form S-8) and (iv) all other reports, offering circular, proxy statement, schedule statements and registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K but excluding preliminary material and reports pursuant to Sections 13(d) or report 13(g) of the Exchange Act) filed by it with the Commission. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or any schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the "Twister SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, were effective, the Twister SEC Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and financial institution laws the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness except for such noncompliance which, individually or in the case of such registration statementsaggregate, or would not have a Material Adverse Effect on the date of filing in the case of such reports or schedulesTwister, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and The financial institution laws and regulations except to the extent that all failures to so file, statements of Twister included in the aggregate, would not have a material adverse effect on it; and all such documents, Twister SEC Filings comply as finally amended, complied to form in all material respects respect with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles (as in effect from time to time) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, and (ii) present (and in the case of the unaudited interim financial statements in respect statements, as permitted by Form 10-Q of periods ending after September 30, 1998, will presentthe Commission) and present fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it Twister and its the Twister Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated, except (except for the omission of notes to unaudited statements and i) in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amounts). Its audited any other adjustments described therein and (ii) any pro forma financial information contained therein is not necessarily indicative of the consolidated financial statements at December 31, 1997 position of Twister and for the year then ended Twister Subsidiaries as of the respective dates thereof and the consolidated financial statements results of operations and cash flows for all the periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries indicated. No Twister Subsidiary is required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain file any form, report or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed document with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Commission.

Financial Statements and Reports. Buyer heretofore has delivered to each Company true and complete copies of (a) No the Company's Registration Statement on Form S-1 (the "Registration Statement") as declared effective by the Commission on August 23, 1995, (b) its Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Commission, (c) its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as filed with the Commission, and (d) all other reports, statements and registration statement, offering circular, proxy statement, schedule or report statements (including Current Reports on Form 8-K) filed by it with the Commission subsequent to the filing of the Registration Statement, if any. The reports, statements and registration statements referred to in the immediately preceding sentence, including without limitation, any financial statements or any schedules or other information incorporated by reference therein, are referred to in this Agreement as the "SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed with the Commission, the SEC Filings complied as to form and financial institution laws content, in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The financial statements and schedules of Buyer included in the Regulatory Reports SEC Filings (or to be included in Regulatory Reports to be filed after the date hereof) (i"Buyer's Financial Statements") were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles ("GAAP"), consistently applied, and (iiexcept as may be indicated therein or in the notes thereto) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated position, results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries Buyer as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and subject, in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amountsany other adjustments described therein). Its audited consolidated financial statements at December 31Except as set forth in Buyer's Financial Statements, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectBuyer has no liabilities, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated contingent or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (ii▇▇) as permitted by this Agreement or obligations under real and personal property leases disclosed in Buyer's Financial Statements, and (iii) as disclosed obligations incurred in its Regulatory Reports filed after December 31the ordinary course of business and not required under GAAP to be reflected in Buyer's Financial Statements, 1997 and before which, individually or in the date of this Agreement. A true and complete copy of such December 31aggregate, 1997 financial statements has been delivered by it are not material to the other partyfinancial condition or operating results of Buyer. The books and records of it and its Subsidiaries have been, and are being, maintained Buyer is in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed full compliance with the applicable regulatory or governmental entity or authority (orrevenue recognition policies adopted and approved by its Board of Directors on January 17, if not so filed, in the form used or circulated)1996.

Financial Statements and Reports. Tango has made available to Twister true and complete copies of (a) No its Annual Report on Form 10-K for the year ended December 31, 1996 (the "Tango 10-K") as filed with the Securities and Exchange Commission (the "Commission"), (b) all registration statementstatements filed by Tango and declared effective under the Securities Act (other than registration statements on Form S-8), offering circularand (c) all other reports, proxy statement, schedule statements and registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K but excluding preliminary material and reports pursuant to Sections 13(d) or report 13(g) of the Exchange Act) filed by it with the Commission. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or any schedules or other information, included or incorporated by reference therein) are referred to in this Agreement as the "Tango SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, were effective, the Tango SEC Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and financial institution laws the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness except for such noncompliance which, individually or in the case of such registration statementsaggregate, or would not have a Material Adverse Effect on the date of filing in the case of such reports or schedulesTango, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and The financial institution laws and regulations except to the extent that all failures to so file, statements of Tango included in the aggregate, would not have a material adverse effect on it; and all such documents, Tango SEC Filings comply as finally amended, complied to form in all material respects with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles (as in effect from time to time) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, and (ii) present (and in the case of the unaudited interim financial statements in respect statements, as permitted by Form 10-Q of periods ending after September 30, 1998, will presentthe Commission) and present fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it Tango and its the Tango Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated, except (except for the omission of notes to unaudited statements and i) in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amounts). Its audited any other adjustments described therein and (ii) any pro forma financial information contained therein is not necessarily indicative of the consolidated financial statements at December 31, 1997 position of Tango and for the year then ended Tango Subsidiaries as of the respective dates thereof and the consolidated financial statements results of operations and cash flows for all the periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries indicated. No Tango Subsidiary is required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain file any form, report or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed document with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Commission.

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it the Company or any of its Subsidiaries Company Subsidiary with the SEC or the OTS under various securities and financial institution laws and regulations the 1933 Act or the 1934 Act ("Regulatory SEC Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The Company and the past five years, it and its Company Subsidiaries have timely filed all Regulatory Reports reports and documents required to be filed by them with the SEC, the OTS, or the Federal Deposit Insurance Corporation (the "FDIC") under various securities and financial institution banking laws and regulations for the last five years (or such shorter period as they may have been subject to such filing requirements), except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; the business, financial condition or results of operations of the Company and all the Company Subsidiaries, taken as a whole. All such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amendedamended and, with respect to the SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and, with respect to reports and documents filed with banking regulatory agencies, were accurate in all material respects. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared 1996) in accordance with its the Company's books and records and those of its consolidated any of the Company Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30, 19981996, will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or income, changes in stockholders' equity and cash flows of it the Company and its the Company Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal in nature to interim results and amountschanges to generally accepted accounting principles). Its audited The consolidated financial statements of the Company at December 31September 30, 1997 1996 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) ), as of such date their respective dates, of it the Company and its the Company Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles and contain or will contain (as contain, in the case may be) opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it the Company or its the Company Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31September 30, 1997 1996 or for transactions effected or actions occurring or omitted to be taken after December 31September 30, 1997 1996 (i) in the ordinary course of business, or (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it The Company has delivered or made available to the other party Commercial each Regulatory SEC Report filed, used or circulated by it with respect to periods since January 1June 27, 1995 1994 through the date of this Agreement and will promptly deliver to the other party each such Regulatory SEC Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory SEC or governmental entity or authority the OTS (or, if not so filed, in the form used or circulated)., including, without limitation, its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

Financial Statements and Reports. NACT has made available to World Access true and complete copies (ain each case, as amended) No of (i) its Annual Report on Form 10-K for the year ended September 30, 1997 (the "NACT 10-K"), as filed with the Securities and Exchange Commission (the "Commission"), and (ii) all other reports, statements and registration statement, offering circular, proxy statement, schedule or report statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed by it with the Commission. The reports, statements and registration statements referred to in the immediately preceding sentence (including any financial statements or any schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the "NACT SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, were effective, the NACT SEC Filings complied in all material respects with all applicable requirements of the Securities Act and financial institution laws the Exchange Act and the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness except for such noncompliance which, individually or in the case of such registration statementsaggregate, or on the date of filing in the case of such reports or scheduleswould not have an NACT Material Adverse Effect, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and The financial institution laws and regulations except to the extent that all failures to so file, statements of NACT included in the aggregate, would not have a material adverse effect on it; and all such documents, NACT SEC Filings comply as finally amended, complied to form in all material respects respect with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).with

Financial Statements and Reports. The Company has made available to Davis true and complete co▇▇▇▇ (ain each case, as amended) No registration statementof (i)its Annual Report on Form 10K for the year ended December 31, offering circular2000 (the Company 10K), proxy statement, schedule or report as filed with the Securities and Exchange Commission (the Commission) and (ii) all other reports (including Quarterly Reports on Form 10-Q and Current Reports on Form 8K) filed by it with the Commission subsequent to December 31, 2000. The reports referred to in the two immediately preceding sentences (including, without limitation, any financial statements or any schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the the Company SEC Filings. As of its Subsidiaries under various securities the respective times such documents were or are filed, the Company SEC Filings complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended, or the Exchange Act, as the case may be, and financial institution laws the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness except for such noncompliance which, individually or in the case of such registration statementsaggregate, or on the date of filing in the case of such reports or scheduleswould not have a Material Adverse Effect, or on the date of mailing in the case of such proxy statements, contained and did not and will not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The financial statements of the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, Company included in the aggregate, would not have a material adverse effect on it; and all such documents, Company SEC Filings comply or will comply as finally amended, complied to form in all material respects respect with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were madeCommission with respect thereto, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles (as in effect from time to time) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, and (ii) present (and in the case of the unaudited interim financial statements in respect statements, as permitted by Form 10-Q of periods ending after September 30, 1998, will presentthe Commission) and present fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it and its Subsidiaries the Company as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated, except (except for the omission of notes to unaudited statements and i) in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited interim consolidated financial statements at December 31statements, 1997 to normal recurring yearend adjustments and for any other adjustments described therein and (ii) any pro forma financial information contained therein is not or will not be necessarily indicative of the year then ended consolidated financial position of the Company as of the respective dates thereof and the consolidated financial statements results of operations and cash flows for all the periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsindicated. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. World Access has made available to NACT true and complete copies (ain each case, as amended) No of (i) its Annual Report on Form 10-K for the year ended December 31, 1996 (the "World Access 10-K"), as filed with the Commission, and (ii) all other reports, statements and registration statement, offering circular, proxy statement, schedule or report statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed by it with the Commission subsequent to December 31, 1996. The reports, statements and registration statements referred to in the immediately preceding sentence (including any financial statements or any schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the "World Access SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, were effective, the World Access SEC Filings complied in all material respects with all applicable requirements of the Securities Act and financial institution laws the Exchange Act and the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness except for such noncompliance which, individually or in the case of such registration statementsaggregate, or on the date of filing in the case of such reports or scheduleswould not have a World Access Material Adverse Effect, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and The consolidated financial institution laws and regulations except to the extent that all failures to so file, statements of World Access included in the aggregate, would not have a material adverse effect on it; and all such documents, World Access SEC Filings comply as finally amended, complied to form in all material respects respect with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated SubsidiariesGAAP (as in effect from time to time) during the periods involved (except as may be indicated therein or in the notes thereto or, and (ii) present (and in the case of the unaudited interim financial statements in respect statements, as permitted by Form 10-Q of periods ending after September 30, 1998, will presentthe Commission) and present fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it World Access and its the World Access Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated, except (except for the omission of notes to unaudited statements and i) in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amounts). Its audited any other adjustments described therein and (ii) any pro forma financial information contained therein is not necessarily indicative of the consolidated financial statements at December 31, 1997 position of World Access and for the year then ended World Access Subsidiaries as of the respective dates thereof and the consolidated financial statements results of operations and cash flows for all the periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries indicated. No World Access Subsidiary is required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain file any form, report or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed document with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Commission.

Financial Statements and Reports. Buyer heretofore has delivered -------------------------------- to each Company true and complete copies of (a) No the Company's Registration Statement on Form S-1 (the "Registration Statement") as declared effective by the Commission on August 23, 1995, (b) its Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Commission, (c) its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as filed with the Commission, and (d) all other reports, statements and registration statement, offering circular, proxy statement, schedule or report statements (including Current Reports on Form 8-K) filed by it with the Commission subsequent to the filing of the Registration Statement, if any. The reports, statements and registration statements referred to in the immediately preceding sentence, including without limitation, any financial statements or any schedules or other information incorporated by reference therein, are referred to in this Agreement as the "SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed with the Commission, the SEC Filings complied as to form and financial institution laws content, in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The financial statements and schedules of Buyer included in the Regulatory Reports SEC Filings (or to be included in Regulatory Reports to be filed after the date hereof) (i"Buyer's Financial Statements") were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles ("GAAP"), consistently applied, and (iiexcept as may be indicated therein or in the notes thereto) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated position, results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries Buyer as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and subject, in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amountsany other adjustments described therein). Its audited consolidated financial statements at December 31Except as set forth in Buyer's Financial Statements, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectBuyer has no liabilities, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated contingent or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (ii▇▇) as permitted by this Agreement or obligations under real and personal property leases disclosed in Buyer's Financial Statements, and (iii) as disclosed obligations incurred in its Regulatory Reports filed after December 31the ordinary course of business and not required under GAAP to be reflected in Buyer's Financial Statements, 1997 and before which, individually or in the date of this Agreement. A true and complete copy of such December 31aggregate, 1997 financial statements has been delivered by it are not material to the other partyfinancial condition or operating results of Buyer. The books and records of it and its Subsidiaries have been, and are being, maintained Buyer is in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed full compliance with the applicable regulatory or governmental entity or authority (orrevenue recognition policies adopted and approved by its Board of Directors on January 17, if not so filed, in the form used or circulated)1996.

Financial Statements and Reports. The Company has made available to Acquiror true and complete copies of (a) No its Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company 10-K"), as filed with the Commission, (b) its proxy statement relating to the annual meeting of its shareholders held on May 12, 1998, (c) all registration statementstatements filed by the Company and declared effective under the Securities Act (other than registration statements on Form S-8) and (d) all other reports, offering circular, proxy statement, schedule statements and registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K but excluding preliminary material and reports pursuant to Sections 13(d) or report 13(g) of the Exchange Act) filed by it with the Commission other than registration statements on Form S-8. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or any schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the "Company SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, were effective, the Company SEC Filings complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and financial institution laws the rules and regulations ("Regulatory Reports")promulgated thereunder, on and except to the extent that information contained in any Company SEC Filings has been revised or superseded by a later Company SEC Filing filed and publicly available prior to the date of its effectiveness in the case of such registration statementsthis Agreement, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The financial statements of the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, Company included in the aggregate, would not have a material adverse effect on it; and all such documents, Company SEC Filings complied as finally amended, complied of their respective dates of filing with the Commission as to form in all material respects with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles (as in effect from time to time) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, and (ii) present (and in the case of the unaudited interim financial statements in respect statements, as permitted by Form 10-Q of periods ending after September 30, 1998, will presentthe Commission) and present fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it the Company and its the Company Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated, except (except for the omission of notes to unaudited statements and i) in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end audit adjustments normal in nature and amounts). Its audited any other adjustments described therein and (ii) any pro forma financial information contained therein is not necessarily indicative of the consolidated financial statements at December 31, 1997 position of the Company and for the year then ended Company Subsidiaries as of the respective dates thereof and the consolidated financial statements results of operations and cash flows for all the periods thereafter up indicated. No Company Subsidiary is required to file any form, report or other document with the Closing reflect Commission. Except as set forth in the Company Current Reports, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since the date of the most recent consolidated balance sheet included in the Company Current Reports, neither the Company nor any Company Subsidiary has any liabilities or will reflect, as the case may be, all liabilities obligations of any nature (whether accrued, absolute, contingent, unliquidated contingent or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Company and contain the Company Subsidiaries or will contain (as in the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that notes thereto which could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as have a whole, except as disclosed in such consolidated Material Adverse Effect on the Company. The pro forma financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 information (iand related notes thereto) included in the ordinary course -33- 39 Company SEC Filings present fairly the information shown therein and were prepared, as of businessthe respective dates of filing of the Company SEC Filings with the Commission, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles the Commission's rules and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it guidelines with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver pro forma financial statements. The necessary pro forma adjustments have been properly applied to the other party each such Regulatory Report filed, used or circulated after the date hereof, each historical amounts in the form (including exhibits and any amendments thereto) filed with compilation of such pro forma financial information, the applicable regulatory or governmental entity or authority (or, if not so filed, assumptions used in the form preparation thereof are reasonable and the adjustments used or circulated)therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements and Reports. (a) With respect to Ampersand and AccuMed: I No registration statement, offering circular, proxy statement, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations ("Regulatory Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations regulations, except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date dates or the date dates as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were are or will be (with respect to financial statements in with respect of to periods ending after September 30, 19982000), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in with respect of to periods ending after September 30, 19982000, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).the

Financial Statements and Reports. STAR heretofore has delivered to the Company and the Shareholder true and complete copies of (a) No registration statementits Prospectus dated June 12, offering circular1997, proxy statement(b) its Quarterly Reports on Form 10-Q for the quarters ended June 30, schedule or report 1997 and September 30, 1997 and (c) its Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the "SEC") on December 15, 1997. Since June 12, 1997, STAR has filed with the SEC all forms, reports and documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act") or any the Securities Exchange Act of its Subsidiaries under various securities and financial institution laws and regulations 1934, as amended (the "Regulatory ReportsExchange Act"). As of the respective times such documents were or shall be filed or, on as applicable, became or will become effective, the SEC Filings made as of the date of its effectiveness this Agreement and all SEC Filings made after the date hereof and prior to the Closing Date, complied (in the case of such registration statements, SEC Filings filed on or on before the date of filing hereof) or shall comply (in the case of such reports or schedules, or on SEC Filings after the date hereof) as to form and content, in all material respects, with the requirements of mailing the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and did not (in the case of such proxy statements, contained SEC Filings filed on or before the date hereof) or will not (in the case of SEC Filings filed after the date hereof) contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The financial statements and schedules of STAR (including the notes thereto) included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) SEC Filings were prepared or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, GAAP and (iiexcept as may be indicated therein or in the notes thereto) present (and in the case of financial statements in respect of periods ending after September 30, 1998, fairly or will present) present fairly the consolidated financial position and the consolidated position, results of operations or income, changes in stockholders' equity and cash flows of it STAR and its Subsidiaries consolidated subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and indicated, subject, in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amounts)adjustments. Its audited consolidated financial statements at December 31As used herein, 1997 and for the year then ended and the consolidated financial statements for "SEC Filings" shall mean all periods thereafter up filings made or to be made prior to the Closing reflect or will reflect, as Date by STAR with the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it SEC pursuant to the other party. The books Securities Act and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsthe Exchange Act. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it the Company or any of its Subsidiaries Company Subsidiary with the SEC or the OTS under various securities and financial institution laws and regulations the 1933 Act or the 1934 Act ("Regulatory SEC Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The Company and the past five years, it and its Company Subsidiaries have timely filed all Regulatory Reports reports and documents required to be filed by them with the SEC, the OTS, or the Federal Deposit Insurance Corporation (the "FDIC") under various securities and financial institution banking laws and regulations for the last five years (or such shorter period as they may have been subject to such filing requirements), except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; the business, financial condition or results of operations of the Company and all the Company Subsidiaries, taken as a whole. All such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amendedamended and, with respect to the SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and, with respect to reports and documents filed with banking regulatory agencies, were accurate in all material respects. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September June 30, 1998), prepared 1997) in accordance with its the Company's books and records and those of its consolidated any of the Company Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September June 30, 19981997, will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or income, changes in stockholders' equity and cash flows of it the Company and its the Company Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal in nature to interim results and amountschanges to generally accepted accounting principles). Its The audited consolidated financial statements of the Company at December 31June 30, 1997 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, to the extent required by generally accepted accounting principles, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) ), as of such date their respective dates, of it the Company and its the Company Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles and contain or will contain (as contain, in the case may be) opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it the Company or its the Company Subsidiaries, taken as a whole, except as disclosed in such the audited consolidated financial statements at December 31June 30, 1997 or for transactions effected or effected, actions occurring or omitted to be taken taken, or claims made after December 31June 30, 1997 (i) in the ordinary course of business, or (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it The Company has delivered or made available to the other party Commercial each Regulatory SEC Report filed, used or circulated by it with respect to periods since January 1June 30, 1995 1994 through the date of this Agreement and will promptly deliver to the other party each such Regulatory SEC Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory SEC or governmental entity or authority the OTS (or, if not so filed, in the form used or circulated)., including, without limitation, its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

Financial Statements and Reports. (a) No registration statementThe Company has filed all forms, offering circular, proxy statement, schedule or report reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it or any of its Subsidiaries under various securities pursuant to the Securities Act and financial institution laws and regulations the Exchange Act (collectively, the "Regulatory ReportsCompany SEC Filings"), on all of which have complied in all material respects with all applicable requirements of the date of its effectiveness in Securities Act and the case Exchange Act. None of such registration statementsCompany SEC Filings, or on at the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statementstime filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For The Company SEC Filings filed after the past five years, it date of this Agreement and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except prior to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied Effective Time (i) will comply in all material respects with all applicable requirements of law andthe Securities Act and the Exchange Act and (ii) will not at the time they will be filed, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except ; PROVIDED, HOWEVER, that, except as set forth in Section 3.7 hereof, no representation is made by the Company with respect to the extent stated thereinS-4 Registration Statement or the Proxy Statement/ Prospectus. (b) The consolidated balance sheets and the related consolidated statements of income, all financial statements cash flow and schedules included changes in stockholder equity of the Regulatory Reports (or to be included in Regulatory Reports to be filed after Company and the date hereof) Company Subsidiaries (i) were or will be (with respect to financial statements contained in respect of periods ending after the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 19981998 and the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (collectively, the "1998 Financial Statements"), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) to be contained in Company SEC Filings filed after the date hereof (collectively with the 1998 Financial Statements, the "Financial Statements"), when filed (i) complied or will comply in all material respects as to form with the published rules and regulations of the SEC and (ii) presented or will present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position of the Company and the Company Subsidiaries as of such date, and the consolidated results of their operations or income, changes in stockholders' equity and their cash flows of it and its Subsidiaries as of the dates and for the periods indicated presented therein, in accordance conformity with generally accepted accounting principles GAAP applied on a basis consistent with prior periods (basis, except for the omission of notes to unaudited statements as otherwise noted therein, and subject in the case of unaudited quarterly financial statements to recurring normal year-end audit adjustments normal in nature and amounts). Its audited consolidated except that the quarterly financial statements at December 31, 1997 and for do not or will not contain all of the year then ended footnote disclosures required by GAAP. (c) All funds collected on behalf of customers of the Company or any Company Subsidiary have in all material respects been properly remitted to the customer or are in all material respects properly reflected on the Financial Statements of the Company and the consolidated financial statements for all periods thereafter up to Company Subsidiaries. (d) The books and records of the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it Company and its Subsidiaries required to be reflected have been prepared and maintained in such form and substance adequate in all material respects for preparing the Company's financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsGAAP. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it the Company with the SEC under the 1933 Act or any of its Subsidiaries under various securities and financial institution laws and regulations the 1934 Act ("Regulatory SEC Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, and except as revised, amended or modified by a subsequently filed document, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The Company and the past five years, it and its Company Subsidiaries have timely filed all Regulatory Reports reports and documents required to be filed by them with the SEC, the OTS, or the FDIC under various securities and financial institution banking laws and regulations for the last five years (or such shorter period as they may have been subject to such filing requirements), except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; the business, financial condition or results of operations of the Company and all the Company Subsidiaries, taken as a whole. All such documents, as finally amendedrevised, modified or amended by any subsequently filed amendment, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a and, with respect to reports and documents filed with banking regulatory agencies, were accurate in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingrespects. Except to the extent stated therein, all financial statements (including any notes thereto) and schedules included in the Regulatory Reports documents referred to in the preceding sentences of this Section 2.4(a) (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September 30December 31, 1998), prepared 1999) in accordance with its the Company's books and records and those of its consolidated any of the Company Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30December 31, 19981999, will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or income, changes in stockholders' equity and cash flows of it the Company and its the Company Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent (except as disclosed in the notes to such financial statements) with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal in nature to interim results and amountschanges to generally accepted accounting principles). Its audited The consolidated financial statements of the Company at December 31, 1997 1999 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, or reserve or will reserve against on the balance sheet, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) ), as of such date their respective dates, of it the Company and its the Company Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles and in the opinion of Company management contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principlesdates. There To the Company's knowledge, there exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it the Company or its the Company Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 1999 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 1999 (i) in the ordinary course of business, or (ii) as permitted or contemplated by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, The Company has delivered to Patapsco each SEC Report it has delivered or made available to the other party each Regulatory Report ever filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory SEC Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority SEC (or, if not so filed, in the form used or circulated), including, without limitation, its Annual Reports on Form 10-KSB and its Quarterly Reports on Form 10-QSB. (c) Except (i) as disclosed in Section 2.4 of Schedule I, (ii) as reflected, noted or adequately reserved against in the financial statements referred to in this Section 2.4, or (iii) for deposits incurred in the ordinary course of business consistent with past practice, Company and the Company Subsidiaries do not have any material liabilities (whether accrued, absolute, contingent or otherwise).

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report The Company has timely filed by it or any of its Subsidiaries under various securities all reports and financial institution laws and regulations ("Regulatory Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained and any untrue statement of a material fact or omitted to state a material fact amendments required to be stated therein or necessary to make the statements thereinmade with respect thereto, in light of the circumstances under which they were made, not misleading. For the past five years, that it and its Subsidiaries have timely filed all Regulatory Reports was required to be filed by them under various securities and financial institution laws and regulations except to file with Commonwealth Authorities, the extent that all failures to so fileSEC or any other applicable federal or state regulatory authorities, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date dates (and, in the case of reports or statements filed prior to the date hereof, without giving effect to any amendments or modifications filed after the date hereof), each such report or statement, including the financial statements and exhibits thereto, complied (or will comply, in the case of reports or statements filed after the date hereof) in all material respects, to the best of its knowledge, with all applicable statutes, rules and regulations. Such reports, statements and amendments are referred to herein as amendedthe "Company's Reports". (b) As of their respective dates (and without giving effect to any amendments or modifications filed after the date hereof), each of the Company's Reports, including the financial statements, notes, exhibits and schedules thereto, filed, used or circulated prior to the date hereof complied (and each of the Company Reports filed, used or circulated after the date hereof, will comply) in all material respects with the applicable laws and did not (or in the case of the Company Reports filed, used or circulated after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were are made, not misleading. Except to . (c) The 1999 Balance Sheet, including the extent stated thereinrelated notes and schedules, all fairly presents its financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after position as of the date hereof) (i) were or will be (with respect to financial of such balance sheet and each of the statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in cash flows and stockholders' equity for the period then ended (collectively, the "1999 Financial Statements"), including any related notes and schedules, fairly presents its results of operations, retained earnings and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectflows, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due 35 at the dates and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements for the periods set forth therein in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with U.S. generally accepted accounting principles. There exists . (d) Since April 30, 1999, there has been no set of circumstances change, event, occurrence or development in the business directly or indirectly conducted by it that could has had or would reasonably be expected to result in any liability or obligation have a material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in adverse effect on the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsCompany. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. Purchaser is required to file reports and documents under Section 13 or subsections (a) No registration statement, offering circular, proxy statement, schedule or report filed by it or any (c) of its Subsidiaries under various securities and financial institution laws and regulations Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the "Regulatory Purchaser Reports"). Purchaser is not current with respect to filing the Purchaser Reports. However, on the date of its effectiveness Purchaser will become current in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madePurchaser Reports within ninety (90) days following the Closing and such Purchaser Reports, not misleading. For the past five yearswhen filed, it and its Subsidiaries have timely filed all Regulatory Reports required to will be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied compliance in all material respects with applicable the requirements of law and, the Exchange Act and the rules and regulations thereunder and will be complete and correct in all material respects as of their respective date or the date as amendedapplicable filing dates. The Purchaser Reports, did when brought current, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The audited financial statements and schedules included in the Regulatory Reports (or unaudited interim financial statements of Purchaser to be included in Regulatory the Purchaser Reports to be filed after the date hereof) will (i) were or will be (comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to financial statements in respect of periods ending after September 30thereto when filed, 1998), (ii) be prepared in accordance with its books and records and those of its consolidated SubsidiariesGAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and (ii) present (and in the case of quarterly financial statements in respect of periods ending after September 30statements, 1998as permitted by Form 10-Q under the Exchange Act), will present(iii) fairly present the consolidated financial position and the consolidated condition, results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries Purchaser as of the respective dates thereof and for the periods indicated in accordance with generally accepted accounting principles applied on a basis referred to therein, and (iv) be consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of Purchaser. Purchaser acknowledges that it and its Subsidiaries have beenhas access to, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. has reviewed (b) To to the extent permitted under applicable law, it has delivered or made available to deemed necessary) the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Company Reports.

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations ("Regulatory Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September June 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September June 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods period indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to normal recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 1992 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. (a) No Purchaser has filed all registration statementstatements, offering circularprospectuses, forms, reports, definitive proxy statementstatements, schedule or report schedules and documents required to be filed with the SEC by it under Section 5 of the Securities Act or any Sections 13(a), 14 or 15(d) of the Exchange Act, as the case may be, from and after January 1, 2012 (collectively, the “Purchaser SEC Filings”). Each Purchaser SEC Filing, as amended or supplemented if applicable, (A) as of its Subsidiaries under various securities and financial institution laws and regulations ("Regulatory Reports")date, on or, if amended or supplemented, as of the date of its effectiveness the most recent amendment or supplement thereto, complied in all material respects with the requirements of the [Securities Act] or the [Exchange Act], as the case may be, and (B) did not, at the time it was filed (or became effective in the case of such registration statements), or, if amended or on supplemented, as of the date of filing in the case of such reports most recent amendment or schedulessupplement thereto, or on the date of mailing in the case of such proxy statements, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. For . (b) Each of the past five yearsconsolidated financial statements (including any notes thereto) contained in the Purchaser SEC Filings, it as amended, supplemented or restated, if applicable, was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated, and its Subsidiaries each of such consolidated financial statements, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position of Purchaser, at their dates and the results of operations and changes in shareholders' equity of Purchaser for the periods indicated, and have timely been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. (c) Purchaser and the Purchaser Bank have filed all Regulatory Reports reports, registrations, statements, and other documents, together with any amendments required to be made thereto, that are required to be filed by them under various securities and financial institution laws and regulations except to with the extent that all failures to so fileBoard of Governors of the Federal Reserve System, in FDIC, or the aggregateOffice of the Comptroller of the Currency. Each such report, would not have a material adverse effect on it; and all such documentsregistration, as finally amendedstatement, complied in all material respects with applicable requirements of law andor document, as of their its respective date or the date as amendeddate, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. (ai) No registration statementThe Seller is not nor has it been subject to Sections 13(a), offering circular13(c), proxy statement, schedule 14 or report filed by it or any 15(d) of its Subsidiaries under various securities the Exchange Act and financial institution laws has not been required to file reports thereunder with the U.S. Securities and regulations Exchange Commission ("Regulatory SEC") or the OTS. As of their respective dates, neither the Seller's Financial Statements (as defined below), nor any subsequent Seller's Financial Statements, prepared subsequent to September 30, 1996 (collectively, the "Reports"), on the date of its effectiveness in the case of such registration statements, contained or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein; provided, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (that no representation is made herein with respect to any exhibits to the Reports that are not specifically incorporated by reference therein. Each of the balance sheets of the Seller contained or specifically incorporated by reference in the Seller's Reports (including in each case any related notes and schedules) fairly presented the financial position of the entity or entities to which it relates as of its date and each of the statements of income and of changes in respect shareholders equity and of periods ending after September 30cash flows of the Seller, 1998contained or specifically incorporated by reference in its Reports (including in each case any related notes and schedules), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in collectively the case of financial statements in respect of periods ending after September 30, 1998, will present"Financial Statements") fairly presented the consolidated financial position and the consolidated results of operations or incomeoperations, changes in stockholdersshareholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectflows, as the case may be, all liabilities of the entity or entities to which it relates for the periods set forth therein (whether accruedsubject, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired of unaudited interim statements, to normal year-end audit adjustments), in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained each case in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements("GAAP") consistently applied during the period involved, except as may be noted therein. (bii) To the extent permitted under applicable lawThe Seller has filed all material reports, it has delivered or registrations and statements, together with any amendments required to be made available to the other party each Regulatory Report filed, used or circulated by it with respect thereto, that it was required to periods file since January 1September 30, 1995 through 1996 with (A) the date of this Agreement and will promptly deliver to SEC, (B) the OTS, (C) the FDIC, (D) the FRB, (E) the OCC or (F) any state banking commission or other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable banking regulatory or governmental entity or authority (orcollectively, if the "Regulatory Agencies") and has paid all fees and assessments due and payable in connection therewith, except for those reports, registrations and statements and those fees and assessments that would not so filed, in have a Material Adverse Effect on the form used or circulated)Seller.

Financial Statements and Reports. (ai) No registration statementSince July 1, offering circular1994, proxy statementand through the Closing Date, schedule or report Atlas has filed all required forms, reports and documents with the U.S. Securities and Exchange Commission (the "SEC") required to be filed by it or any of its Subsidiaries under various pursuant to the federal securities and financial institution laws and the SEC rules and regulations thereunder, all of which have complied as of their respective filing dates and, if applicable, effective dates in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Regulatory ReportsSecurities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on and the date of its effectiveness in the case rules promulgated thereunder. None of such registration statementsforms, or on the date of filing in the case of such reports or schedulesdocuments, including, without limitation, any financial statements or on schedules included therein, at the date of mailing in time filed or at the case of such proxy statementstime effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and . (ii) present (As of the Closing Date, the audited consolidated balance sheets and the related consolidated statements of net earnings and of changes in financial position or cash flows, as the case may be (including the related notes thereto), of financial statements Atlas included in respect of Atlas's Annual Reports on Form 10-K for the fiscal years or periods ending after September ended June 30, 19981995 and 1994, will present) respectively, present fairly the consolidated financial position of Atlas as of their respective dates, and the consolidated results of consolidated operations or income, and changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect position or will reflectcash flows, as the case may be, for the periods presented therein, all in conformity with generally accepted accounting principles consistently applied, except as otherwise noted therein. (iii) As of the Closing Date, except as and to the extent set forth on the consolidated balance sheet of Atlas as at June 30, 1995, including the notes thereto, neither Atlas nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent, unliquidated contingent or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries which would be required to be reflected on a balance sheet, or in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loansnotes thereto, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date prepared in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 for liabilities or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) obligations incurred in the ordinary course of business since June 30, 1995 which would not, individually or in the aggregate, have a material adverse effect on the business, assets, liabilities (ii) as permitted by this Agreement actual or (iii) as disclosed in its Regulatory Reports filed after December 31contingent), 1997 and before the date results of this Agreement. A true and complete copy operations, prospects, financial or other condition or operations of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsAtlas. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it Commercial or any of its Subsidiaries Commercial Subsidiary with the SEC or the OTS under various securities and financial institution laws and regulations ("Regulatory Reports")the 1933 Act, or the 1934 Act, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it Commercial and its the Commercial Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them with the SEC, the OTS, or the FDIC under various securities and financial institution laws and regulations regulations, except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on itthe business, financial condition or results of operations of Commercial and the Commercial Subsidiaries, taken as a whole; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September June 30, 1998), prepared 1997) in accordance with its Commercial's books and records and those of any of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September June 30, 1998, 1997 will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or incomeoperations, changes in stockholders' equity and cash flows of it Commercial and its the Commercial Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal to interim results and changes in nature and amountsgenerally accepted accounting principles). Its The audited consolidated financial statements at December 31of Commercial as of June 30, 1997 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect disclose or will reflectdisclose, to the extent required by generally accepted accounting principles, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or due to become due and regardless of when asserted) ), as of such date their respective dates, of it Commercial and its the Commercial Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles principles, other than liabilities which are not, in the aggregate, material to Commercial and the Commercial Subsidiaries, taken as a whole, and contain or will contain (as in the case may be) opinion of management adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it Commercial or its the Commercial Subsidiaries, taken as a whole, except as disclosed in such the audited consolidated financial statements at December 31June 30, 1997 1997, or for transactions effected or effected, actions occurring or omitted to be taken taken, or claims made after December 31June 30, 1997 1997, (i) in the ordinary course of business, or (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements.24 (b) To the extent permitted under applicable law, it Commercial has delivered or made available to the other party each Regulatory Report filed, used or circulated by it Company all periodic reports filed with respect to the SEC under the 1934 Act for periods since January 1June 30, 1995 1997 through the date of this Agreement hereof and will through Closing upon written request promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)copies of 1934 Act reports for future periods.

Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it Commercial or any of its Subsidiaries Commercial Subsidiary with the SEC or the OTS under various securities and financial institution laws and regulations ("Regulatory Reports")the 1933 Act, or the 1934 Act, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it Commercial and its the Commercial Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them with the SEC, the OTS, or the FDIC under various securities and financial institution laws and regulations regulations, except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on itthe business, financial condition or results of operations of Commercial and the Commercial Subsidiaries, taken as a whole; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September June 30, 1998), prepared 1996) in accordance with its Commercial's books and records and those of any of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September June 30, 1998, 1996 will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or incomeoperations, changes in stockholders' equity and cash flows of it Commercial and its the Commercial Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal to interim results and changes in nature and amountsgenerally accepted accounting principles). Its audited The consolidated financial statements at December 31of Commercial as of June 30, 1997 1996 and for the year three years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect disclose or will reflectdisclose, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or due to become due and regardless of when asserted) ), as of such date their respective dates, of it Commercial and its the Commercial Subsidiaries required to be reflected in such financial statements in accordance with according to generally accepted accounting principles principles, other than liabilities which are not, in the aggregate, material to Commercial and the Commercial Subsidiaries, taken as a whole, and contain or will contain (as in the case may be) opinion of management adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it Commercial or its the Commercial Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31June 30, 1997 1996, or for transactions effected or actions occurring or omitted to be taken after December 31June 30, 1997 1996, (i) in the ordinary course of business, or (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it Commercial has delivered or made available to the other party each Regulatory Report filed, used or circulated by it Company all periodic reports filed with respect to the SEC under the 1934 Act for periods since January 1June 30, 1995 1996 through the date of this Agreement hereof and will through Closing upon written request promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)copies of 1934 Act reports for future periods.

Financial Statements and Reports. The reports and documents filed by the Company under Section 13 or subsections (a) No registration statementor (c) of Section 14 of the Exchange Act with the SEC since January 1, offering circular, proxy statement, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations 2001 ("Regulatory Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on are collectively referred to herein as the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light “Company Reports”) constitute all of the circumstances under which they were made, not misleading. For the past five years, it reports and its Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them the Company under various securities Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from January 1, 2001 through the date of this Agreement. The Company Reports have been duly and financial institution laws and regulations except to the extent that all failures to so filetimely filed, were in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied compliance in all material respects with applicable the requirements of law andthe Exchange Act and the rules and regulations thereunder when filed, and were complete and correct in all material respects as of the dates at which the information therein was furnished. As of their respective date or dates, the date as amended, Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The audited financial statements and schedules unaudited interim financial statements of Company included in the Regulatory Company Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to financial statements in respect of periods ending after September 30thereto when filed, 1998), (ii) were prepared in accordance with its books and records and those of its consolidated SubsidiariesGAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and (ii) present (and in the case of quarterly financial statements in respect of periods ending after September 30statements, 1998as permitted by Form 10-Q under the Exchange Act), will present(iii) fairly present the consolidated financial position and the consolidated condition, results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries Company as of the respective dates thereof and for the periods indicated in accordance with generally accepted accounting principles applied on a basis referred to therein, and (iv) are consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through Company. Since the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filedfiling with the SEC of Company’s most recent Form 10-Q, used or circulated after the date hereof, each there has been no material adverse change in the form (including exhibits and any amendments thereto) filed financial condition or results operations of Company that has resulted in a Material Adverse Effect on the Business or the Purchased Assets. There are no restatements of Company’s financial statements currently contemplated as discussed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Company’s Audit Committee.

Financial Statements and Reports. Purchaser is required to file reports and documents under Section 13 or subsections (a) No registration statementor (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Purchaser Reports”). Purchaser is not current with respect to filing the Purchaser Reports. However, offering circular, proxy statement, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations ("Regulatory Reports"), on the date of its effectiveness Purchaser will become current in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madePurchaser Reports within ninety (90) days following the Closing and such Purchaser Reports, not misleading. For the past five yearswhen filed, it and its Subsidiaries have timely filed all Regulatory Reports required to will be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied compliance in all material respects with applicable the requirements of law and, the Exchange Act and the rules and regulations thereunder and will be complete and correct in all material respects as of their respective date or the date as amendedapplicable filing dates. The Purchaser Reports, did when brought current, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The audited financial statements and schedules included in the Regulatory Reports (or unaudited interim financial statements of Purchaser to be included in Regulatory the Purchaser Reports to be filed after the date hereof) will (i) were or will be (comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to financial statements in respect of periods ending after September 30thereto when filed, 1998), (ii) be prepared in accordance with its books and records and those of its consolidated SubsidiariesGAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and (ii) present (and in the case of quarterly financial statements in respect of periods ending after September 30statements, 1998as permitted by Form 10-Q under the Exchange Act), will present(iii) fairly present the consolidated financial position and the consolidated condition, results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries Purchaser as of the respective dates thereof and for the periods indicated in accordance with generally accepted accounting principles applied on a basis referred to therein, and (iv) be consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of Purchaser. Purchaser acknowledges that it and its Subsidiaries have beenhas access to, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. has reviewed (b) To to the extent permitted under applicable law, it has delivered or made available to deemed necessary) the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Company Reports.

Financial Statements and Reports. The Company has made available to Holding true and complete copies (ain each case, as amended) No registration statementof (i) its Annual Report on Form 10-K for the year ended September 30, offering circular1997 (the "Company 10-K"), proxy statement, schedule or report as filed with the Securities and Exchange Commission (the "Commission") and (ii) all other reports (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed by it with the Commission subsequent to September 30, 1997. The reports referred to in the immediately preceding sentence (including, without limitation, any financial statements or any schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the "the Company SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed, the Company SEC Filings complied in all material respects with the requirements of the Securities Act of 1933, as amended, or the Exchange Act, as the case may be, and financial institution laws the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness except for such noncompliance which, individually or in the case of such registration statementsaggregate, or on the date of filing in the case of such reports or scheduleswould not have a Material Adverse Effect, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The financial statements of the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, Company included in the aggregate, would not have a material adverse effect on it; and all such documents, Company SEC Filings comply as finally amended, complied to form in all material respects respect with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles (as in effect from time to time) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, and (ii) present (and in the case of the unaudited interim financial statements in respect statements, as permitted by Form 10-Q of periods ending after September 30, 1998, will presentthe Commission) and present fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it the Company and its the Company Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated, except (except for the omission of notes to unaudited statements and i) in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end adjustments normal in nature and amounts). Its audited any other adjustments described therein and (ii) any pro forma financial information contained therein is not necessarily indicative of the consolidated financial statements at December 31, 1997 position of the Company and for the year then ended Company Subsidiaries as of the respective dates thereof and the consolidated financial statements results of operations and cash flows for all the periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries indicated. No Company Subsidiary is required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain file any form, report or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed document with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Commission.

Financial Statements and Reports. (ai) No registration statementAs of their respective dates, offering circularneither Republic's Financial Statements (as defined below), proxy statementnor any subsequent Republic Financial Statements (including the Determination Date Financial Statements) prepared subsequent to March 31, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations 1997 (collectively the "Regulatory ReportsFinancial Statements"), on the date of its effectiveness in the case of such registration statements, contained or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein; provided, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (that no representation is made herein with respect to any exhibits to the Financial Statements that are not specifically incorporated by reference therein. Each of the balance sheets of Republic contained or specifically incorporated by reference in the Financial Statements (including in each case any related notes and schedules) fairly presented the financial statements in respect position of periods ending after September 30, 1998), prepared in accordance with its books and records and those the entity or entities to which it relates as of its consolidated Subsidiariesdate and each of the statements of income and of changes in shareholders equity and of cash flows of Republic, and (ii) present (and contained or specifically incorporated by reference in the Financial Statements (including in each case of financial statements in respect of periods ending after September 30, 1998, will presentany related notes and schedules) fairly presented the consolidated financial position and the consolidated results of operations or incomeoperations, changes in stockholdersshareholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectflows, as the case may be, all liabilities of the entity or entities to which it relates for the periods set forth therein (whether accruedsubject, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired of unaudited interim statements. to normal year-end audit adjustments), in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained each case in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements("GAAP") consistently applied during the period involved, except as may be noted therein. (bii) To the extent permitted under applicable lawRepublic has filed all material reports, it has delivered or registrations and statements together with any amendments required to be made available to the other party each Regulatory Report filed, used or circulated by it with respect thereto, that it was required to periods file since January 1March 31, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed 1997 with the applicable regulatory Securities and Exchange Commission ("SEC"), the FDIC, the Federal Reserve Board ("FRB") or governmental entity or authority the Office of the Comptroller of the Currency (or"OCC") (collectively, if the "Regulatory Agencies") and has paid all fees and assessments due and payable in connection therewith, except for those reports, registrations and statements and those fees and assessments that would not so filed, in the form used or circulated)have a Material Adverse Effect on Republic.

Financial Statements and Reports. The reports and documents filed by the Company under Section 13 or subsections (a) No registration statementor (c) of Section 14 of the Exchange Act with the SEC since January 1, offering circular, proxy statement, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations 2001 (such reports are collectively referred to herein as the "Regulatory Company Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light ) constitute all of the circumstances under which they were made, not misleading. For the past five years, it reports and its Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them the Company under various securities Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from January 1, 2001 through the date of this Agreement. The Company Reports have been duly and financial institution laws and regulations except to the extent that all failures to so filetimely filed, were in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied compliance in all material respects with applicable the requirements of law andthe Exchange Act and the rules and regulations thereunder when filed, and were complete and correct in all material respects as of the dates at which the information therein was furnished. As of their respective date or dates, the date as amended, Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all The audited financial statements and schedules unaudited interim financial statements of Company included in the Regulatory Company Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to financial statements in respect of periods ending after September 30thereto when filed, 1998), (ii) were prepared in accordance with its books and records and those of its consolidated SubsidiariesGAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and (ii) present (and in the case of quarterly financial statements in respect of periods ending after September 30statements, 1998as permitted by Form 10-Q under the Exchange Act), will present(iii) fairly present the consolidated financial position and the consolidated condition, results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries Company as of the respective dates thereof and for the periods indicated in accordance with generally accepted accounting principles applied on a basis referred to therein, and (iv) are consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through Company. Since the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filedfiling with the SEC of Company's most recent Form 10-Q, used or circulated after the date hereof, each there has been no material adverse change in the form (including exhibits and any amendments thereto) filed financial condition or results operations of Company that has resulted in a Material Adverse Effect on the Business or the Purchased Assets. There are no restatements of Company's financial statements currently contemplated as discussed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated)Company's Audit Committee.

Financial Statements and Reports. (a) No registration statementThe Company has filed with the Commission all forms, offering circularreports, proxy statementschedules, schedule or report statements and other documents required to be filed by it since January 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"). The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or schedules or other information incorporated by reference therein) are referred to in this Agreement as the "Company SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, became effective, the Company SEC Filings complied as to form and financial institution laws content, in all material respects, with the requirements of the Securities Act, and the Exchange Act, as the case may be, and the rules and regulations ("Regulatory Reports")promulgated thereunder, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports The Subsidiary is not required to be filed by them under various securities file any material forms, reports, schedules, statements or other documents with the Commission. The financial statements of the Company included in the Company SEC Filings were prepared from, and financial institution laws and regulations except to the extent that all failures to so fileare, in all material respects, in accordance with, the aggregatebooks and records of the Company and the Subsidiary, would not have a material adverse effect on it; and all such documents, as finally amended, complied comply in all material respects with applicable accounting requirements and the published rules and regulations of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinCommission with respect thereto were prepared, in light of the circumstances under which they were madeall material respects, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and United States generally accepted accounting principles (iias in effect from time to time) present applied on a consistent basis (and except as may be indicated therein or in the case of financial statements notes thereto) and present fairly in respect of periods ending after September 30, 1998, will present) fairly all material respects the consolidated financial position and the consolidated position, results of operations or income, changes in stockholders' equity and cash flows of it the Company and its Subsidiaries the Subsidiary as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and subject, in the case of unaudited statements interim consolidated financial statements, to normal recurring year-year- end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal adjustments described therein which adjustments will not be material either singly or in the aggregate. (The unaudited consolidated balance sheet of the Company and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January Subsidiary as of November 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each 1997 included in the form (including exhibits Form 10-Q for the Company's fiscal quarter ended November 1, 1997 is hereinafter called the "Company Balance Sheet," and any amendments thereto) filed with November 1, 1997 is hereinafter called the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated"Company Balance Sheet Date.").

Financial Statements and Reports. (ai) No registration statementAs of their respective dates, offering circularneither SouthTrust's Annual Report on Form 10- K for the fiscal year ended December 31, proxy statement1995, schedule nor any other document filed subsequent to December 31, 1995 under Sections 13(a), 13(c), 14 or report 15(d) of the Exchange Act, each in the form (including any documents specifically incorporated by reference therein) filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations with the SEC, (collectively, "Regulatory SouthTrust Reports"), on the date of its effectiveness in the case of such registration statements, contained or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein; provided, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (however, that no representation is made herein with respect to any Exhibits to SouthTrust Reports that are not specifically incorporated by reference therein and that SouthTrust's amendment of any SouthTrust Report, in and of itself, in response to SEC comments will not be violative of this section. The balance sheets of SouthTrust contained or specifically incorporated by reference in SouthTrust's Reports (including in each case any related notes and schedules) fairly presented the financial statements in respect position of periods ending after September 30, 1998), prepared in accordance with its books and records and those the entity or entities to which it relates as of its consolidated Subsidiaries, date and (ii) present (each of the statements of income and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it SouthTrust contained or specifically incorporated by reference in SouthTrust's Reports (including in each case any related notes and its Subsidiaries as schedules), fairly presented the results of the dates operations, shareholders' equity and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectcash flows, as the case may be, all liabilities of the entity or entities to which it relates for the periods set forth therein (whether accruedsubject, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired of unaudited interim statement, to normal year-end audit adjustments), in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained each case in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsGAAP consistently applied during the periods involved, except as may be noted therein. (bii) To the extent permitted under applicable lawSouthTrust, it has delivered or ST-Sub and ST-Bank have filed all material reports, registrations and statements, together with any amendments required to be made available to the other party each Regulatory Report filed, used or circulated by it with respect thereto, that they were required to periods file since January 1September 30, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed1996, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (orRegulatory Agencies, if the National Association of Securities Dealers, Inc., and have paid all fees and assessments due and payable in connection therewith, except for those reports, registrations and statements and those fees and assessments that would not so filedhave a Material Adverse Effect on SouthTrust, in the form used or circulated)taken as a whole.

Financial Statements and Reports. (ai) No registration statementAs of their respective dates, offering circularneither BancSecurity's Financial Statements (as defined below), proxy statementnor any subsequent BancSecurity Financial Statements prepared subsequent to September 30, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations 1997 (collectively the "Regulatory ReportsFINANCIAL STATEMENTS"), on the date of its effectiveness in the case of such registration statements, contained or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein; provided, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (that no representation is made herein with respect to any exhibits to the Financial Statements that are not specifically incorporated by reference therein. Each of the balance sheets of BancSecurity contained or specifically incorporated by reference in the Financial Statements (including in each case any related notes and schedules) fairly presented the financial statements in respect position of periods ending after September 30, 1998), prepared in accordance with its books and records and those the entity or entities to which it relates as of its consolidated Subsidiariesdate and each of the statements of income and of changes in shareholders equity and of cash flows of BancSecurity, and (ii) present (and contained or specifically incorporated by reference in the Financial Statements (including in each case of financial statements in respect of periods ending after September 30, 1998, will presentany related notes and schedules) fairly presented the consolidated financial position and the consolidated results of operations or incomeoperations, changes in stockholders' shareholders equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectflows, as the case may be, all liabilities of the entity or entities to which it relates for the periods set forth therein (whether accruedsubject, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired of unaudited interim statements, to normal year-end audit adjustments), in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained each case in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements("GAAP") consistently applied during the period involved, except as may be noted therein. (bii) To the extent permitted under applicable lawBancSecurity has filed all material reports, it has delivered or registrations and statements together with any amendments required to be made available to the other party each Regulatory Report filed, used or circulated by it with respect thereto, that it was required to periods file since January 1September 30, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed 1997 with the applicable regulatory FDIC, the FRB or governmental entity or authority the Division (orcollectively, if the "REGULATORY AGENCIES") and has paid all fees and assessments due and payable in connection therewith, except for those reports, registrations and statements and those fees and assessments that would not so filed, in the form used or circulated)have a Material Adverse Effect on BancSecurity.

Financial Statements and Reports. (a) No registration statement, offering circular, proxy -------------------------------- statement, schedule or report filed by it Commercial or any of its Subsidiaries Commercial Subsidiary with the SEC or the OTS under various securities and financial institution laws and regulations ("Regulatory Reports")the 1933 Act, or the 1934 Act, on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it Commercial and its the Commercial Subsidiaries have timely filed all Regulatory Reports documents required to be filed by them with the SEC, the OTS, or the FDIC under various securities and financial institution laws and regulations regulations, except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on itthe business, financial condition or results of operations of Commercial and the Commercial Subsidiaries, taken as a whole; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated thereintherein and except as set forth at Section 3.4 of Schedule II, all financial statements and schedules included in the Regulatory Reports documents referred to in the preceding sentences (or to be included in Regulatory Reports similar documents to be filed after the date hereof) (i) were are or will be (with respect to financial statements in respect of periods ending after September 30March 31, 1998), prepared ) in accordance with its Commercial's books and records and those of any of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30March 31, 1998, 1998 will present) fairly the consolidated statement of financial position condition and the consolidated results statements of operations or incomeoperations, changes in stockholders' equity and cash flows of it Commercial and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-statements, year end adjustments normal to interim results and changes in nature and amountsgenerally accepted accounting principles). Its audited The consolidated financial statements at December 31of Commercial as of June 30, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect disclose or will reflectdisclose, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when assertedincluding contingent liabilities) as of such date of it Commercial and its Subsidiaries required the Commercial Subsidiaries, other than liabilities which are not, in the aggregate, material to be reflected in such financial statements in accordance with generally accepted accounting principles Commercial and the Commercial Subsidiaries, taken as a whole, and contain or will contain (as in the case may be) opinion of management adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, any as of such date in accordance with generally accepted accounting principlesdate. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it Commercial or its the Commercial Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31June 30, 1997 1997, or for transactions effected or actions occurring or omitted to be taken after December 31June 30, 1997 1997, (i) in the ordinary course of business, (ii) as permitted by this Agreement Agreement, or (iii) as disclosed in its Regulatory Reports filed after December 31resulting from the consummation of acquisitions consummated since June 30, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements1997. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).

Financial Statements and Reports. The Company has made available to Acquiror true and complete copies of (a) No its Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company 10-K"), as filed with the Commission, (b) its proxy statement relating to the annual meeting of its shareholders held on May 12, 1998, (c) all registration statementstatements filed by the Company and declared effective under the Securities Act (other than registration statements on Form S-8) and (d) all other reports, offering circular, proxy statement, schedule statements and registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K but excluding preliminary material and reports pursuant to Sections 13(d) or report 13(g) of the Exchange Act) filed by it with the Commission other than registration statements on Form S-8. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or any schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the "Company SEC Filings." As of its Subsidiaries under various securities the respective times such documents were filed or, as applicable, were effective, the Company SEC Filings complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and financial institution laws the rules and regulations ("Regulatory Reports")promulgated thereunder, on and except to the extent that information contained in any Company SEC Filings has been revised or superseded by a later Company SEC Filing filed and publicly available prior to the date of its effectiveness in the case of such registration statementsthis Agreement, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For The financial statements of the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, Company included in the aggregate, would not have a material adverse effect on it; and all such documents, Company SEC Filings complied as finally amended, complied of their respective dates of filing with the Commission as to form in all material respects with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated Subsidiariesgenerally accepted accounting principles (as in effect from time to time) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, and (ii) present (and in the case of the unaudited interim financial statements in respect statements, as permitted by Form 10-Q of periods ending after September 30, 1998, will presentthe Commission) and present fairly the consolidated financial position and the position, consolidated results of operations or income, changes in stockholders' equity and consolidated cash flows of it the Company and its the Company Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated, except (except for the omission of notes to unaudited statements and i) in the case of unaudited statements interim consolidated financial statements, to normal recurring year-end audit adjustments normal in nature and amounts). Its audited any other adjustments described therein and (ii) any pro forma financial information contained therein is not necessarily indicative of the consolidated financial statements at December 31, 1997 position of the Company and for the year then ended Company Subsidiaries as of the respective dates thereof and the consolidated financial statements results of operations and cash flows for all the periods thereafter up indicated. No Company Subsidiary is required to file any form, report or other document with the Closing reflect Commission. Except as set forth in the Company Current Reports, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since the date of the most recent consolidated balance sheet included in the Company Current Reports, neither the Company nor any Company Subsidiary has any liabilities or will reflect, as the case may be, all liabilities obligations of any nature (whether accrued, absolute, contingent, unliquidated contingent or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Company and contain the Company Subsidiaries or will contain (as in the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that notes thereto which could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as have a whole, except as disclosed in such consolidated Material Adverse Effect on the Company. The pro forma financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 information (iand related notes thereto) included in the ordinary course Company SEC Filings present fairly the information shown therein and were prepared, as of businessthe respective dates of filing of the Company SEC Filings with the Commission, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles the Commission's rules and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it guidelines with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver pro forma financial statements. The necessary pro forma adjustments have been properly applied to the other party each such Regulatory Report filed, used or circulated after the date hereof, each historical amounts in the form (including exhibits and any amendments thereto) filed with compilation of such pro forma financial information, the applicable regulatory or governmental entity or authority (or, if not so filed, assumptions used in the form preparation thereof are reasonable and the adjustments used or circulated)therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements and Reports. Retirement has made available to ALC true and complete copies of (a) No its Annual Report on Form 10-K for the year ended December 31, 1997 (the "Retirement 10-K") as filed with the Securities and Exchange Commission (the "Commission"); (b) all registration statementstatements filed by Retirement and declared effective under the Securities Act; and (c) all other reports, offering circularstatements, proxy statementand registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, schedule or report but excluding preliminary material) filed by it or any of its Subsidiaries under various securities with the Commission. The reports, statements, and financial institution laws and regulations ("Regulatory Reports"), on the date of its effectiveness registration statements referred to in the case of such registration immediately preceding sentence (including, without limitation, any financial statements, or on the date of filing in the case of such reports or schedules, or on other information included or incorporated by reference therein) are referred to in this Agreement as the date "Retirement SEC Filings." Retirement has timely filed all required Retirement SEC Filings with the Commission since October 31, 1997, each of mailing which, as of the respective times such documents were filed or, as applicable, were declared effective, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except for such noncompliance that, individually or in the case of such proxy statementsaggregate, contained would not have a Material Adverse Effect on Retirement, and did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and The financial institution laws and regulations except to the extent that all failures to so file, statements of Retirement included in the aggregate, would not have a material adverse effect on it; and all such documents, Retirement SEC Filings comply as finally amended, complied to form in all material respects with applicable accounting requirements of law and, as of their respective date or and with the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light published rules and regulations of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (Commission with respect to financial statements in respect of periods ending after September 30thereto, 1998), were prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles (as in effect at the time of the filing thereof) applied on a consistent basis consistent with prior during the periods involved (except for the omission of notes to unaudited statements and as may be indicated therein or in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements. (b) To the extent permitted under applicable law, it has delivered or made available to the other party each Regulatory Report filed, used or circulated by it with respect to periods since January 1, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed with the applicable regulatory or governmental entity or authority (or, if not so filed, in the form used or circulated).notes

Financial Statements and Reports. (ai) No registration statementAs of their respective dates, offering circularneither Buyer's Financial Statements (as defined below), proxy statementnor any subsequent Buyer Financial Statements prepared subsequent to September 30, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations 1997 (collectively the "Regulatory ReportsBUYER'S FINANCIAL STATEMENTS"), on the date of its effectiveness in the case of such registration statements, contained or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein; provided, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (that no representation is made herein with respect to any exhibits to the Buyer's Financial Statements that are not specifically incorporated by reference therein. Each of the balance sheets of Buyer contained or specifically incorporated by reference in the Buyer's Financial Statements (including in each case any related notes and schedules) fairly presented the financial statements in respect position of periods ending after September 30, 1998), prepared in accordance with its books and records and those the entity or entities to which it relates as of its consolidated Subsidiariesdate, and (ii) present (each of the statements of income and of changes in shareholders equity and of cash flows of Buyer, contained or specifically incorporated by reference in the Buyer's Financial Statements (including in each case of financial statements in respect of periods ending after September 30, 1998, will presentany related notes and schedules) fairly presented the consolidated financial position and the consolidated results of operations or incomeoperations, changes in stockholders' shareholders equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflectflows, as the case may be, all liabilities of the entity or entities to which it relates for the periods set forth therein (whether accruedsubject, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) as of such date of it and its Subsidiaries required to be reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain (as the case may be) adequate reserves for losses on loans and properties acquired of unaudited interim statements, to normal year-end audit adjustments), in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any, as of such date in accordance with generally accepted accounting principles. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to it or its Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after December 31, 1997 (i) in the ordinary course of business, (ii) as permitted by this Agreement or (iii) as disclosed in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement. A true and complete copy of such December 31, 1997 financial statements has been delivered by it to the other party. The books and records of it and its Subsidiaries have been, and are being, maintained each case in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirementsGAAP consistently applied during the period involved, except as may be noted therein. (bii) To the extent permitted under applicable lawBuyer has filed all material reports, it has delivered or registrations and statements together with any amendments required to be made available to the other party each Regulatory Report filed, used or circulated by it with respect thereto, that it was required to periods file since January 1September 30, 1995 through the date of this Agreement and will promptly deliver to the other party each such Regulatory Report filed, used or circulated after the date hereof, each in the form (including exhibits and any amendments thereto) filed 1997 with the applicable Regulatory Agencies and other applicable state regulatory or governmental entity or authority (oragencies and has paid all fees and assessments due and payable in connection therewith, if except for those reports, registrations and statements and those fees and assessments that would not so filed, in the form used or circulated)have a Material Adverse Effect on Buyer.