Common use of REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 33 13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 40 13.5 References 40 13.6 Notice 40 13.7 Entire Agreement 41 13.8 Counterparts 41 13.9 Governing Law 41 13.10 Successors 41 13.11 Modification 41 13.12 Manner of Payment 41 13.13 Waiver 41 13.14 Severability 42 13.15 Term of Agreement 42 13.16 Survival of Covenants, Etc. 42 * Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 * Excluded Securities Schedule 3.5(l) 47 * Data Retention Catalog Schedule 6.3 49 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 53 Final Legal Notice Exhibit 2.3A 53 Affidavit of Mailing Exhibit 2.3B 55 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 56 Interim Asset Servicing Arrangement Exhibit 4.13 58 Single Family Shared-Loss Agreement Exhibit 4.15A 62 Commercial Shared-Loss Agreement Exhibit 4.15B 80 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Talmer Bancorp, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request. Module 1 Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 THIS AGREEMENT, made and entered into as of the 29th day of April, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL BANK, MOUNT CLEMENS, MICHIGAN (the “Receiver”), TALMER BANK & TRUST, organized under the laws of the State of Michigan, and having its principal place of business in Troy, Michigan (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 33 13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 201033 ARTICLE XII INDEMNIFICATION 34 ARTICLE XIII. MISCELLANEOUS 39 13.2 Waiver of Jury Trial 39 40 13.3 Consent; Determination or Discretion 39 40 13.4 Rights Cumulative 40 13.5 References 40 13.6 Notice 40 13.7 Entire Agreement 41 13.8 Counterparts 41 13.9 Governing Law 41 13.10 Successors 41 42 13.11 Modification 41 42 13.12 Manner of Payment 41 42 13.13 Waiver 41 42 13.14 Severability 42 13.15 Term of Agreement 42 13.16 Survival of Covenants, Etc. 42 * Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 * Excluded Securities Schedule 3.5(l) 47 * Data Retention Catalog Schedule 6.3 49 48 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 53 50 Final Legal Notice Exhibit 2.3A 53 61 Affidavit of Mailing Exhibit 2.3B 55 63 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 56 64 Interim Asset Servicing Arrangement Exhibit 4.13 58 66 Single Family Shared-Loss Agreement Exhibit 4.15A 62 70 Commercial Shared-Loss Agreement Exhibit 4.15B 80 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Talmer Bancorp, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request. Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central ii Summit Bank Version 3.01 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Mount ClemensBurlington, MI December 8Washington April 27, 2010 2011 THIS AGREEMENT, made and entered into as of the 29th 20th day of AprilMay, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL of SUMMIT BANK, MOUNT CLEMENSBURLINGTON, MICHIGAN WASHINGTON (the “Receiver”), TALMER BANK & TRUSTCOLUMBIA STATE BANK, organized under the laws of the State of MichiganWashington, and having its principal place of business in TroyTacoma, Michigan Washington (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 3335 11.1 Corporate Existence and Authority 35 11.2 Third Party Consent 36 11.3 Execution and Enforceability 36 11.4 Compliance with Law 36 11.5 Insured or Guaranteed Loans 36 11.6 Representations Remain True 37 11.7 No Reliance; Independent Advice 37 12.1 Indemnification of Indemnitees 37 12.2 Conditions Precedent to Indemnification 40 12.3 No Additional Warranty 41 12.4 Indemnification of Receiver and Corporation 41 12.5 Obligations Supplemental 41 12.6 Criminal Claims 41 12.7 Limited Guaranty of the Corporation 42 12.8 Subrogation 42 13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 201042 13.2 Waiver of Jury Trial 39 42 13.3 Consent; Determination or Discretion 39 42 13.4 Rights Cumulative 40 42 13.5 References 40 43 13.6 Notice 40 43 13.7 Entire Agreement 41 44 13.8 Counterparts 41 44 13.9 Governing Law 41 44 13.10 Successors 41 44 13.11 Modification 41 44 13.12 Manner of Payment 41 44 13.13 Waiver 41 44 13.14 Severability 42 45 13.15 Term of Agreement 42 45 13.16 Survival of Covenants, Etc. 42 * Etc 45 Excluded Deposit Liability Accounts Schedule 2.1(a) 44 47 Purchase Price of Assets or any other assets Schedule 3.2 45 * 48 Excluded Securities Schedule 3.5(l) 47 * 50 Excluded Loans Schedule 3.5(m) 51 Other Excluded Assets Schedule 3.5(r) 53 Data Retention Catalog Schedule 6.3 49 55 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 53 57 Final Legal Notice Exhibit 2.3A 53 108 Affidavit of Mailing Exhibit 2.3B 55 110 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 56 111 Interim Asset Servicing Arrangement Exhibit 4.13 58 113 Single Family Shared-Loss Agreement Exhibit 4.15A 62 117 Commercial Shared-Loss Agreement Exhibit 4.15B 80 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Talmer Bancorp, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request. Module 1 Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 118 THIS AGREEMENT, made and entered into as of the 29th 27th day of AprilJanuary, 20112012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL of TENNESSEE COMMERCE BANK, MOUNT CLEMENSFRANKLIN, MICHIGAN TENNESSEE (the “Receiver”), TALMER REPUBLIC BANK & TRUSTTRUST COMPANY, organized under the laws of the State state of MichiganKentucky, and having its principal place of business in TroyLOUISVILLE, Michigan KENTUCKY (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 3335 11.1 Corporate Existence and Authority 35 11.2 Third Party Consent 36 11.3 Execution and Enforceability 36 11.4 Compliance with Law 36 11.5 Insured or Guaranteed Loans 36 11.6 Representations Remain True 37 11.7 No Reliance; Independent Advice 37 12.1 Indemnification of Indemnitees 37 12.2 Conditions Precedent to Indemnification 40 12.3 No Additional Warranty 41 12.4 Indemnification of Receiver and Corporation 41 12.5 Obligations Supplemental 41 12.6 Criminal Claims 42 12.7 Limited Guaranty of the Corporation 42 12.8 Subrogation 42 13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 42 13.2 Waiver of Jury Trial 39 42 13.3 Consent; Determination or Discretion 39 43 13.4 Rights Cumulative 40 43 13.5 References 40 43 13.6 Notice 40 43 13.7 Entire Agreement 41 44 13.8 Counterparts 41 44 13.9 Governing Law 41 44 13.10 Successors 41 44 13.11 Modification 41 44 13.12 Manner of Payment 41 45 13.13 Waiver 41 45 13.14 Severability 42 45 13.15 Term of Agreement 42 45 13.16 Survival of Covenants, Etc. 42 * Etc 45 Excluded Deposit Liability Accounts Schedule 2.1(a) 44 47 Purchase Price of Assets or any other assets Schedule 3.2 45 * 48 Excluded Securities Schedule 3.5(l) 47 * 50 Data Retention Catalog Schedule 6.3 49 52 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 53 54 Final Legal Notice Exhibit 2.3A 53 56 Affidavit of Mailing Exhibit 2.3B 55 58 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 56 59 Interim Asset Servicing Arrangement Exhibit 4.13 58 61 Single Family Shared-Loss Agreement Exhibit 4.15A 62 65 Commercial Shared-Loss Agreement Exhibit 4.15B 80 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Talmer Bancorp, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request. Module 1 Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 THIS AGREEMENT, made and entered into as of the 29th 9th day of AprilSeptember, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE FIRST NATIONAL BANK OF COMMUNITY CENTRAL BANKFLORIDA, MOUNT CLEMENS▇▇▇▇▇▇, MICHIGAN FLORIDA (the “Receiver”), TALMER BANK & TRUSTCHARTERBANK, organized under the laws of the State of MichiganGeorgia, and having its principal place of business in TroyWEST POINT, Michigan GEORGIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 33 13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central CommunitySouth Bank and Trust Version 3.01 3.0 – PURCHASE AND ASSUMPTION AGREEMENT Mount ClemensEasley, MI December 8SC January 19, 20102011 13.2 Waiver of Jury Trial 39 40 13.3 Consent; Determination or Discretion 39 40 13.4 Rights Cumulative 40 13.5 References 40 13.6 Notice 40 13.7 Entire Agreement 41 13.8 Counterparts 41 13.9 Governing Law 41 13.10 Successors 41 13.11 Modification 41 42 13.12 Manner of Payment 41 42 13.13 Waiver 41 42 13.14 Severability 42 13.15 Term of Agreement 42 13.16 Survival of Covenants, Etc. 42 * *Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 * Excluded Securities Schedule 3.5(l) 47 * *Data Retention Catalog Schedule 6.3 49 48 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 53 50 Final Legal Notice Exhibit 2.3A 53 51 Affidavit of Mailing Exhibit 2.3B 55 53 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 56 54 Interim Asset Servicing Arrangement Exhibit 4.13 58 56 Single Family Shared-Loss Agreement Exhibit 4.15A 62 1 Commercial Shared-Loss Agreement Exhibit 4.15B 80 3 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Talmer BancorpCertusHoldings, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request. Module 1 Whole Bank w/ Optional Shared Loss Agreements Community Central CommunitySouth Bank and Trust Version 3.01 3.0 – PURCHASE AND ASSUMPTION AGREEMENT Mount ClemensEasley, MI December 8SC January 19, 2010 2011 THIS AGREEMENT, made and entered into as of the 29th 21st day of AprilJanuary, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL BANKof ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, MOUNT CLEMENS▇▇▇▇▇▇, MICHIGAN ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Receiver”), TALMER BANK & TRUSTCERTUSBANK, N. A., organized under the laws of the State United States of MichiganAmerica, and having its principal place of business in TroyCharlotte, Michigan North Carolina (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 3340 11.1 Corporate Existence and Authority 40 11.2 Third Party Consent 40 11.3 Execution and Enforceability 40 11.4 Compliance with Law 40 11.5 Insured or Guaranteed Loans 41 11.6 Representations Remain True 41 11.7 No Reliance; Independent Advice 41 12.1 Indemnification of Indemnitees 41 12.2 Conditions Precedent to Indemnification 45 12.3 No Additional Warranty 45 12.4 Indemnification of Receiver and Corporation 46 12.5 Obligations Supplemental 46 12.6 Criminal Claims 46 12.7 Limited Guaranty of the Corporation 47 12.8 Subrogation 47 13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 47 13.2 Waiver of Jury Trial 39 47 13.3 Consent; Determination or Discretion 39 47 13.4 Rights Cumulative 40 48 13.5 References 40 48 13.6 Notice 40 48 13.7 Entire Agreement 41 49 13.8 Counterparts 41 49 13.9 Governing Law 41 49 13.10 Successors 41 49 13.11 Modification 41 50 13.12 Manner of Payment 41 50 13.13 Waiver 41 50 13.14 Severability 42 50 13.15 Term of Agreement 42 50 13.16 Survival of Covenants, Etc. 42 * 50 13.17 Right of Receiver or Corporation to Audit 50 Excluded Deposit Liability Accounts Schedule 2.1(a) 44 53 Acquired Subsidiaries Schedule 3.1(h) 54 Acquired Assets in Optional Loan Pools Schedule 3.1(n) 55 Other Real Estate Schedule 3.1(o) 77 Purchase Price of Acquired Assets or any other assets Schedule 3.2 45 * 78 Excluded Securities Schedule 3.5(l) 47 * 80 Bank Premises in Underserved Areas Schedule 4.1(b) 81 Data Retention Catalog Schedule 6.3 49 82 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 53 85 Final Legal Notice Exhibit 2.3A 53 87 Affidavit of Mailing Exhibit 2.3B 55 89 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 56 90 Interim Asset Servicing Arrangement Exhibit 4.13 58 Single Family Shared-Loss Agreement Exhibit 4.15A 62 Commercial Shared-Loss Agreement Exhibit 4.15B 80 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Talmer Bancorp, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request. Module 1 Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 92 THIS AGREEMENT, made and entered into as of the 29th 17th day of AprilOctober, 20112014, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL of NBRS FINANCIAL BANK, MOUNT CLEMENSRISING SUN, MICHIGAN (the “Receiver”)MARYLAND, TALMER BANK & TRUSTH▇▇▇▇▇ BANK, organized under the laws of the State of MichiganMaryland, and having its principal place of business in TroyEllicott City, Michigan Maryland (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 33 13.1 Expenses 39 Module 1 – — Whole Bank w/ Optional Shared Loss Agreements Community Central Peoples State Bank Version 3.01 – 3.0 — PURCHASE AND ASSUMPTION AGREEMENT Mount ClemensCity, MI State December 8, 2010 13.2 Waiver of Jury Trial 39 13.3 Consent; Determination or Discretion 39 13.4 Rights Cumulative 40 13.5 References 40 13.6 Notice 40 13.7 Entire Agreement 41 13.8 Counterparts 41 13.9 Governing Law 41 13.10 Successors 41 13.11 Modification 41 13.12 Manner of Payment 41 13.13 Waiver 41 13.14 Severability 42 13.15 Term of Agreement 42 13.16 Survival of Covenants, Etc. 42 * Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 * Excluded Securities Schedule 3.5(l) 47 * Data Retention Catalog Schedule 6.3 49 48 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 53 50 Final Legal Notice Exhibit 2.3A 53 52 Affidavit of Mailing Exhibit 2.3B 55 54 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 56 55 Interim Asset Servicing Arrangement Exhibit 4.13 58 57 Single Family Shared-Loss Agreement Exhibit 4.15A 62 61 Commercial Shared-Loss Agreement Exhibit 4.15B 80 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Talmer Bancorp, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request. . Module 1 — Whole Bank w/ Optional Shared Loss Agreements Community Central Peoples State Bank Version 3.01 – 3.0 — PURCHASE AND ASSUMPTION AGREEMENT Mount ClemensCity, MI State December 8, 2010 THIS AGREEMENT, made and entered into as of the 29th 11th day of AprilFebruary, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY CENTRAL of PEOPLES STATE BANK, MOUNT CLEMENSHAMTRAMCK, MICHIGAN (the “Receiver”), TALMER BANK & TRUSTFIRST MICHIGAN BANK, organized under the laws of the State of Michigan, and having its principal place of business in TroyTROY, Michigan MICHIGAN (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).