Agreement and Plan of Merger – UnionBanCal Corp., Pebble Merger Sub, Inc. and Pacific Capital Bancorp

AGREEMENT AND PLAN OF MERGER

by and among

UNIONBANCAL CORPORATION,

PEBBLE MERGER SUB INC.

and

PACIFIC CAPITAL BANCORP

Dated as of March 9, 2012

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TABLE OF CONTENTS

				Page
ARTICLE I
THE MERGER
Section 1.01		The Merger			1
Section 1.02		Closing			1
Section 1.03		Effective Time			2
Section 1.04		Certificate of Incorporation			2
Section 1.05		Bylaws			2
Section 1.06		Directors			2
Section 1.07		Bank Merger			2
ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES
Section 2.01		Effect on Capital Stock			3
Section 2.02		Exchange of Certificate			3
Section 2.03		Stock Options			5
Section 2.04		Company Restricted Shares			6
Section 2.05		Other Stock-Based Awards			6
Section 2.06		Treasury Warrants			6
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.01		Disclosure			7
Section 3.02		Representations and Warranties of the Company			8
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB
Section 4.01		Representations and Warranties of Purchaser and Merger Sub			34
ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS
Section 5.01		Conduct of Businesses Prior to the Effective Time			37
Section 5.02		Company Forbearances			38

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Table of Contents

(Continued)

				Page
ARTICLE VI
ADDITIONAL AGREEMENTS
Section 6.01		Cooperation; Regulatory Matters			41
Section 6.02		Access to Information			42
Section 6.03		Employee Matters			43
Section 6.04		Indemnification; Directors153 and Officers153 Insurance			45
Section 6.05		Exemption from Liability Under Section 16(b)			46
Section 6.06		Acquisition Proposals			47
Section 6.07		Takeover Laws			49
Section 6.08		Financial Statements and Other Current Information			49
Section 6.09		Stockholders Meeting			49
Section 6.10		Proxy Filing; Information Supplied			50
Section 6.11		Notification of Certain Matters			51
Section 6.12		Stock Exchange Delisting			51
Section 6.13		Related Party Contracts			51
Section 6.14		Merger Sub Compliance			52
ARTICLE VII
CONDITIONS PRECEDENT
Section 7.01		Conditions to Each Party153s Obligation to Effect the Merger			52
Section 7.02		Conditions to Obligations of Purchaser and Merger Sub			52
Section 7.03		Conditions to Obligations of the Company			53
ARTICLE VIII
TERMINATION AND AMENDMENT
Section 8.01		Termination			54
Section 8.02		Effect of Termination			56
Section 8.03		Fees and Expenses			57
Section 8.04		Extension; Waiver			58
ARTICLE IX
GENERAL PROVISIONS
Section 9.01		Nonsurvival of Representations, Warranties and Agreements			58
Section 9.02		Modification or Amendment			58
Section 9.03		Waiver of Conditions			58
Section 9.04		Notices			58
Section 9.05		Counterparts			59

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Table of Contents

(Continued)

				Page
Section 9.06		Entire Agreement			60
Section 9.07		Severability			60
Section 9.08		Governing Law; Jurisdiction			60
Section 9.09		Waiver of Jury Trial			60
Section 9.10		Publicity			61
Section 9.11		Assignment; Third-Party Beneficiaries			61
Section 9.12		Specific Performance			61
Section 9.13		Definitions			61
Section 9.14		Other Definitional Provisions			65

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INDEX OF DEFINED TERMS

Acquisition Proposal		Section 9.13
Advisory Client		Section 3.02(ee)(ii)
Advisory Contract		Section 3.02(ee)(i)
Advisory Entity		Section 3.02(ee)
Affiliate		Section 9.13
Agency		Section 3.02(v)(v)
Agreement		Preamble
Alternative Acquisition Agreement		Section 6.06(c)(ii)
Anti-Money Laundering Laws		Section 3.02(o)(iii)
Audited 2011 Financials		Section 6.08(b)
Bank		Section 3.02(a)(ii)
Bank Merger		Section 1.07
Bankruptcy and Equity Exception		Section 3.02(d)(i)
Benefit Plan		Section 3.02(r)(i)
BHCA		Section 3.02(a)(i)
Burdensome Condition		Section 6.01(c)
business day		Section 1.02
Bylaws		Section 1.05
CERCLA		Section 3.02(u)
Certificate		Section 2.01(a)
Change of Recommendation		Section 6.06(d)
Charter		Section 1.04
Closing		Section 1.02
Closing Date		Section 1.02
Code		Section 2.02(g)
Common Stock		Section 2.01(a)
Company		Preamble
Company Board		Recitals
Company Board Recommendation		Section 3.02(d)(iii)
Company Disclosure Schedule		Section 3.01
Company Insurance Policies		Section 3.02(x)
Company Option		Section 2.03(a)
Company Proprietary Rights		Section 3.02(y)
Company Restricted Share		Section 2.04
Company Reports		Section 3.02(h)(i)
Company Stock Award		Section 2.05
Company Stock Plans		Section 2.03(a)
Company 10-K		Section 3.02(f)
Company 401(k) Plan		Section 6.03(d)
Confidentiality Agreement		Section 6.02(b)
Confidentiality Policies		Section 3.02(y)
Contract		Section 9.13
Covered Employees		Section 6.03(a)
D&O Insurance		Section 6.04(b)

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Index Of Defined Terms

(Continued)

Delaware Certificate of Merger		Section 1.03
DGCL		Section 1.01
DIF		Section 3.02(a)(ii)
Disclosure Schedules		Section 3.01
Dissenting Shares		Section 2.01(a)(ii)
Dissenting Stockholders		Section 2.01(a)(ii)
Effective Time		Section 1.03
Employees		Section 5.02(h)
Encumbrance		Section 9.13
Environmental Laws		Section 3.02(u)
ERISA		Section 3.02(r)(i)
ERISA Affiliate		Section 3.02(r)(i)
Exchange Act		Section 3.01
Exchange Fund		Section 2.02(a)
Excluded Share		Section 9.13
FDIC		Section 3.02(a)(ii)
Federal Reserve		Section 3.02(e)(iii)
Financial Statements		Section 3.02(g)(i)
Form ADV		Section 3.02(ee)(iv)
GAAP		Section 9.13
Governmental Entity		Section 9.13
Hazardous Substances		Section 3.02(u)
Indemnified Parties		Section 6.04(a)
Information Statement		Section 6.10(a)(i)
Interim Financials		Section 3.02(g)(i)
Investment Advisers Act		Section 3.02(ee)(ii)
IRS		Section 3.02(r)(ii)
IT Assets		Section 3.02(y)
JFSA		Section 4.01(b)(iii)
JFSA Approval		Section 4.01(b)(iii)
Knowledge		Section 9.13
Laws		Section 9.13
Leased Real Property		Section 3.02(i)(ii)
Loans		Section 3.02(v)(i)
Material Adverse Effect		Section 9.13
Material Contract		Section 3.02(m)(i)
Merger		Recitals
Merger Sub		Preamble
Mortgage Vendors		Section 3.02(w)(iv)
NASDAQ		Section 3.02(h)(iv)
Non-Disclosure Agreement		Section 6.02(b)
OCC		Section 3.02(e)(iii)
OFAC		Section 3.02(o)(i)
Order		Section 9.13
Outside Date		Section 8.01(c)

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Index Of Defined Terms

(Continued)

Owned Real Property		Section 3.02(i)(i)
Party		Recitals
Paying Agent		Section 2.02(a)
Per Share Merger Consideration		Section 2.01(a)(ii)
Person		Section 9.13
Pool		Section 3.02(v)(viii)
Preferred Stock		Section 3.02(b)
Previously Disclosed		Section 3.01
Proprietary Rights		Section 3.02(y)(iv)
Proxy Statement		Section 6.10(a)(ii)
Purchaser		Preamble
Purchaser Bank		Section 1.07
Purchaser Disclosure Schedule		Section 3.01
Purchaser Material Adverse Effect		Section 9.13
Purchaser Plans		Section 6.03(a)
Regulatory Agreement		Section 3.02(t)
Regulatory Consents		Section 3.02(e)(v)
Related Party Contract		Section 3.02(cc)(i)
Representatives		Section 6.06(a)
Required Filings		Section 6.01(a)
Requisite Regulatory Consents		Section 7.01(c)
Requisite Stockholder Approval		Section 3.02(d)(i)
Sarbanes-Oxley Act		Section 3.02(h)(i)
SEC		Section 3.01
Securities Act		Section 3.01
Share		Section 2.01(a)
Special Severance Period		Section 6.03(b)
Special Severance Policy		Section 6.03(b)
SRO		Section 9.13
Stockholders Meeting		Section 6.09
Subsidiary		Section 9.13
Superior Proposal		Section 9.13
Surviving Corporation		Section 1.01
Takeover Laws		Section 3.02(z)
Tax Return		Section 9.13
Taxes		Section 9.13
Termination Fee		Section 8.02(c)(iii)
Trade Secrets		Section 3.02(y)(iii)
Treasury Department		Section 2.06(b)
Treasury Warrants		Section 3.02(b)
Treasury Warrant Consideration		Section 2.06(a)
Unaudited 2011 Financials		Section 3.02(g)(i)
VA		Section 3.02(v)(v)
Voting Debt		Section 3.02(b)
Written Consent		Section 6.09

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AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2012
(this “Agreement“), by and among UnionBanCal Corporation, a Delaware
corporation (“Purchaser“), Pebble Merger Sub Inc., a corporation
organized under the laws of the State of Delaware and a wholly owned subsidiary
of Purchaser (“Merger Sub“) and Pacific Capital Bancorp, a Delaware
corporation (the “Company“).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Company Board“)
has unanimously (i) approved and declared advisable this Agreement and the
transactions contemplated by this Agreement, including the strategic business
combination transaction provided for in this Agreement in which the Merger Sub
will, on the terms and subject to the conditions set forth herein, merge with
and into the Company (the “Merger“), with the Company being the surviving
entity in the Merger, (ii) determined that this Agreement and such transactions
are fair to, and in the best interests of, the Company and its stockholders and
(iii) resolved to recommend that the Company153s stockholders adopt this
Agreement.

WHEREAS, each of the boards of directors of Purchaser and Merger Sub has
unanimously (i) approved and declared advisable this Agreement and the
transactions contemplated by this Agreement, including the Merger, upon the
terms and subject to the conditions set forth herein, (ii) determined that this
Agreement and such transactions are fair to, and in the best interests of,
Purchaser and Merger Sub, respectively, and the stockholders of Purchaser and
Merger Sub, respectively and (iii) in the case of the board of directors of
Merger Sub, resolved to recommend that Merger Sub153s stockholder adopt this
Agreement.

WHEREAS, the parties hereto (each, a “Party“) desire to make certain
representations, warranties and agreements in connection with the Merger and
also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained in this Agreement, the Parties agree as
follows:

ARTICLE I

THE MERGER

Section 1.01 The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, at the Effective Time (as defined in
Section 1.03), Merger Sub shall be merged with and into the Company and the
separate corporate existence of Merger Sub shall thereupon cease. The Company
shall be the surviving corporation in the Merger (sometimes hereinafter referred
to as the “Surviving Corporation“), and the separate corporate existence
of the Company, with all its rights, privileges, immunities, powers and
franchises, shall continue unaffected by the Merger. The Merger shall have the
effects specified in the Delaware General Corporation Law (the “DGCL“).

Section 1.02 Closing. Unless otherwise mutually agreed in
writing between the Company and Purchaser, the closing for the Merger (the
“Closing“) shall take place at the offices of Sullivan & Cromwell
LLP, 125 Broad Street, New York, New York, on the first business day

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of the first calendar month (the “Closing Date“) that follows the
month in which the last to be satisfied or waived of the conditions set forth in
Article VII (other than those conditions that by their nature are to be
satisfied at the Closing, but subject to the fulfillment or waiver of those
conditions) shall be satisfied or waived in accordance with this Agreement. For
purposes of this Agreement, the term “business day” shall mean any day
ending at 11:59 p.m. (Pacific Time) other than a Saturday or Sunday or a day on
which banks are required or authorized to close in the City of San Francisco.

Section 1.03 Effective Time. As soon as practicable following
the Closing, the Company and Purchaser shall cause a Certificate of Merger (the
“Delaware Certificate of Merger“) to be executed, acknowledged and filed
with the Secretary of State of the State of Delaware as provided in Section 251
of the DGCL. The Merger shall become effective at the time (i) when the Delaware
Certificate of Merger has been duly filed with the Secretary of State of the
State of Delaware or (ii) at such later time as may be agreed by the Parties in
writing and specified in the Delaware Certificate of Merger (in each case, the
“Effective Time“).

Section 1.04 Certificate of Incorporation. The certificate of
incorporation of the Company shall be amended at the Effective Time to read in
its entirety as set forth in Exhibit A and, as so amended, shall be the
certificate of incorporation of the Surviving Corporation (the
“Charter“), until thereafter duly amended as provided therein or by
applicable Laws.

Section 1.05 Bylaws. The Parties shall take all actions
necessary so that the bylaws of Merger Sub in effect immediately prior to the
Effective Time shall be the bylaws of the Surviving Corporation (the
“Bylaws“), until thereafter amended as provided therein or by applicable
Law.

Section 1.06 Directors. The Parties hereto shall take all
actions necessary so that the directors of Merger Sub at the Effective Time
shall, from and after the Effective Time, be the directors of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Charter and the Bylaws.

Section 1.07 Bank Merger. As soon as practicable after the
execution and delivery of this Agreement, Bank and Union Bank, N.A., a wholly
owned subsidiary of Purchaser and a national banking association, duly
organized, validly existing and in good standing under the National Bank Act, 12
U.S.C. § 1 et seq. (“Purchaser Bank“), will enter into a
mutually agreed form of agreement, pursuant to which Bank will merge or
consolidate with and into Purchaser Bank following the Effective Time (the
“Bank Merger“) in accordance with the provisions of 12 U.S.C. §215a and
12 U.S.C. §1828(c). The Parties intend that the Bank Merger will become
effective immediately following the Effective Time.

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ARTICLE II

EFFECT OF THE MERGER ON CAPITAL STOCK;

EXCHANGE OF CERTIFICATES

Section 2.01 Effect on Capital Stock. At the Effective Time, as
a result of the Merger and without any action on the part of the holder of any
capital stock of the Company:

(a) Merger Consideration. Each share of the Common Stock, par value
$0.001 per share (the “Common Stock“), of the Company (a “Share”
or, collectively, the “Shares“) issued and outstanding immediately prior
to the Effective Time (other than (i) the Excluded Shares and (ii) Shares that
are owned by stockholders (“Dissenting Stockholders“) who have perfected
and not effectively withdrawn a demand for appraisal rights pursuant to Section
262 of the DGCL (“Dissenting Shares“)) shall be converted into the right
to receive $46.00 per Share (the “Per Share Merger Consideration“),
without interest. At the Effective Time, all the Shares shall cease to be
outstanding, shall be cancelled and shall cease to exist, and each certificate
(a “Certificate“) formerly representing any of the Shares (other than
Excluded Shares and Dissenting Shares) shall thereafter represent only the right
to receive the Per Share Merger Consideration, without interest.

(b) Cancellation of Excluded Shares. Each Excluded Share shall, by
virtue of the Merger and without any action on the part of the holder thereof,
cease to be outstanding, be cancelled without payment of any consideration
therefor and shall cease to exist, subject only to any rights the holder thereof
may have under Section 2.02(f).

(c) Dissenting Shares. Notwithstanding anything to the contrary
contained herein, the holders of any Dissenting Share shall be entitled only to
such rights and payments as are granted by Section 262 of the DGCL;
provided, however, that if any such holder shall effectively
waive, withdraw or lose such holder153s rights under Section 262 of the DGCL, each
of such holder153s Dissenting Shares shall thereupon be deemed to have been
converted at the Effective Time into the right to receive the Per Share Merger
Consideration, without interest and after giving effect to any required Tax
withholdings as provided in Section 2.02(g), and such holder thereof shall cease
to have any other rights with respect thereto.

(d) Merger Sub. At the Effective Time, each share of Common Stock, par
value $0.001 per share, of Merger Sub issued and outstanding immediately prior
to the Effective Time shall be converted into one share of common stock, par
value $0.001 per share, of the Surviving Corporation.

Section 2.02 Exchange of Certificate.

(a) Paying Agent. At the Effective Time, Purchaser shall make
available or cause to be made available to a paying agent selected by Purchaser
with the Company153s prior approval (such approval not to be unreasonably
conditioned, withheld or delayed) (the “Paying Agent“), for the benefit
of the holders of Shares, a cash amount in immediately available funds necessary
for the Paying Agent to make payments under Section 2.01(a) (such cash being
hereinafter referred to as the “Exchange Fund“).

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(b) Exchange Procedures. Promptly after the Effective Time, the
Surviving Corporation shall cause the Paying Agent to mail to each holder of
record of Shares (other than holders of Excluded Shares) (i) a letter of
transmittal in customary form specifying that delivery shall be effected, and
risk of loss and title to the Certificates shall pass, only upon delivery of the
Certificates (or affidavits of loss in lieu of the Certificates as provided in
Section 2.02(e)) to the Paying Agent, such letter of transmittal to be in such
form and have such other provisions as Purchaser and the Company may reasonably
agree, and (ii) instructions for use in effecting the surrender of the
Certificates (or affidavits of loss in lieu of the Certificates as provided in
Section 2.02(e)) in exchange for the Per Share Merger Consideration. Upon
surrender of a Certificate (or affidavit of loss in lieu of the Certificate as
provided in Section 2.02(e)) to the Paying Agent in accordance with the terms of
such letter of transmittal, duly executed, the holder of such Certificate shall
be entitled to receive in exchange therefor a cash amount in immediately
available funds (after giving effect to any required Tax withholdings as
provided in Section 2.02(g)) equal to (x) the number of Shares represented by
such Certificate (or affidavit of loss in lieu of the Certificate as provided in
Section 2.02(e)) multiplied by (y) the Per Share Merger Consideration, and the
Certificate so surrendered shall forthwith be cancelled. No interest will be
paid or accrued on any amount payable upon due surrender of the Certificates. In
the event of a transfer of ownership of Shares that is not registered in the
transfer records of the Company, a check for any cash to be exchanged upon due
surrender of the Certificate may be issued to such transferee if the Certificate
previously representing such Shares is presented to the Paying Agent,
accompanied by all documents required to evidence and effect such transfer and
to evidence that any applicable stock transfer taxes have been paid or are not
applicable. Notwithstanding the foregoing, (1) in the case of the Treasury
Department and (2) in the event that the Requisite Stockholder Approval in the
form of the Written Consent is delivered to the Company in accordance with
Section 6.09, any stockholder of the Company who shall have executed and
delivered such Written Consent, Purchaser shall, or shall cause the Paying Agent
to, from and after the Effective Time, deliver the foregoing payments required
under this Section 2.02(b) to the Treasury Department and/or any such
stockholder, as applicable, immediately upon surrender by the Treasury
Department and/or any such stockholder, respectively, of its Certificates,
without any requirement in respect of such letter of transmittal.

(c) No Transfers. From and after the Effective Time, there shall be no
transfers on the stock transfer books of the Company of the Shares that were
outstanding immediately prior to the Effective Time. If, after the Effective
Time, any Certificate is presented to the Surviving Corporation, Purchaser or
the Paying Agent for transfer, it shall be cancelled and exchanged for the cash
amount in immediately available funds to which the holder of the Certificate is
entitled pursuant to this Article II.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund
(including the proceeds of any investments thereof) that remains unclaimed by
the stockholders of the Company for one hundred eighty (180) days after the
Effective Time shall be delivered to the Surviving Corporation. Any holder of
Shares (other than Excluded Shares) who has not theretofore complied with this
Article II shall thereafter look only to the Surviving Corporation for payment
of the Per Share Merger Consideration (after giving effect to any required Tax
withholdings as provided in Section 2.02(g)) upon due surrender of its
Certificates (or affidavits of loss in lieu of the Certificates), without any
interest thereon. Notwithstanding the foregoing, none of the Surviving
Corporation, Purchaser, the Paying Agent or any other Person shall be liable to
any former holder of Shares for any amount properly delivered to a public
official pursuant to applicable abandoned property, escheat or similar Laws.

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(e) Lost, Stolen or Destroyed Certificates. In the event any
Certificate shall have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the Person claiming such Certificate to be lost,
stolen or destroyed and, if required by Purchaser, the posting by such Person of
a bond in customary amount and upon such terms as may be required by Purchaser
as indemnity against any claim that may be made against it or the Surviving
Corporation with respect to such Certificate, the Paying Agent will issue a
check in the amount (after giving effect to any required Tax withholdings) equal
to the number of Shares represented by such lost, stolen or destroyed
Certificate multiplied by the Per Share Merger Consideration.

(f) Appraisal Rights. No Person who has perfected a demand for
appraisal rights pursuant to Section 262 of the DGCL shall be entitled to
receive the Per Share Merger Consideration with respect to the Shares owned by
such Person unless and until such Person shall have effectively withdrawn or
lost such Person153s right to appraisal under the DGCL. Each Dissenting
Stockholder shall be entitled to receive only the payment provided by Section
262 of the DGCL with respect to Shares owned by such Dissenting Stockholder. The
Company shall give Purchaser (i) reasonably prompt notice of any written demands
for appraisal, attempted withdrawals of such demands, and any other instruments
served pursuant to applicable Law that are received by the Company relating to
stockholders153 rights of appraisal and (ii) the opportunity to direct all
negotiations and proceedings with respect to demand for appraisal under Section
262 of the DGCL. The Company shall not, except with the prior written consent of
Purchaser, voluntarily make any payment with respect to any demands for
appraisal, offer to settle or settle any such demands or approve any withdrawal
of any such demands.

(g) Withholding Rights. Each of Purchaser and the Surviving
Corporation shall be entitled to deduct and withhold from the consideration
otherwise payable pursuant to this Agreement to any holder of Shares such
amounts as it is required to deduct and withhold with respect to the making of
such payment under the Internal Revenue Code of 1986 (the “Code“) or any
other applicable state, local or foreign Tax Laws. To the extent that amounts
are so withheld by the Surviving Corporation or Purchaser, as the case may be,
such withheld amounts (i) shall be remitted by Purchaser or the Surviving
Corporation, as applicable, to the applicable Governmental Entity, and (ii) to
the extent so remitted, shall be treated for all purposes of this Agreement as
having been paid to the holder of Shares in respect of which such deduction and
withholding was made by the Surviving Corporation or Purchaser, as the case may
be.

Section 2.03 Stock Options.

(a) At the Effective Time, each outstanding option to purchase shares of
Common Stock under the Company Stock Plans (each, a “Company Option“),
whether vested or unvested immediately prior to the Effective Time, shall,
automatically and without any required action on the part of the holder thereof,
be cancelled and converted into only the right to receive an amount in cash
(subject, in each case, to any withholding as provided in Section 2.02(g) and to
Purchaser153s receipt of an option surrender agreement in the form set forth on
Section 2.05 of the Company Disclosure Schedule) equal to the product of (A) the
positive difference, if any, of the Per Share Merger Consideration minus
the exercise price per share of such Company Option

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multiplied by (B) the number of shares of Common Stock issuable upon
the exercise of such Company Option as of immediately prior to the Effective
Time, which amount shall be payable as soon as reasonably practicable following
the Effective Time and in no event later than five (5) business days after the
Effective Time. To the extent the exercise price of a Company Option is greater
than or equal to the Per Share Merger Consideration, such Company Option shall
be cancelled for no consideration. As used in this Agreement, the term
“Company Stock Plans” means the plans set forth in Section 2.03(a) of the
Company Disclosure Schedule.

Section 2.04 Company Restricted Shares. Each share of Common
Stock subject to vesting, repurchase or other lapse restrictions pursuant to any
of the Company Stock Plans (each, a “Company Restricted Share“) that is
outstanding immediately prior to the Effective Time shall vest in full and
become free of such restrictions and any repurchase right shall lapse, as of the
Effective Time and, at the Effective Time, the holder thereof shall be entitled
to receive the Per Share Merger Consideration (subject to any withholdings as
provided in Section 2.02(g)) with respect to each such Company Restricted Share
in accordance with Section 2.01(a).

Section 2.05 Other Stock-Based Awards. At the Effective Time,
each right of any kind, contingent or accrued, to receive shares of Common Stock
or benefits measured by the value of a number of shares of Common Stock, and
each award of any kind consisting of shares of Common Stock, including a
deferred share of Common Stock, granted under any of the Company Stock Plans
that is outstanding immediately prior to the Effective Time (other than the
Treasury Warrant, Company Options and the Company Restricted Shares) (each, a
“Company Stock Award“) shall vest in full and be cancelled and converted
into only the right to receive an amount in cash (subject, in each case, to any
withholding as provided in Section 2.02(g) and to Purchaser153s receipt of a
stock-based award surrender agreement in the form set forth on Section 2.05 of
the Company Disclosure Schedule) equal to the product of (A) the Per Share
Merger Consideration multiplied by (B) the number of shares of Common
Stock subject to such Company Stock Award as of immediately prior to the
Effective Time, which amount shall be payable as soon as reasonably practicable
following the Effective Time and in no event later than five (5) business days
after the Effective Time; provided that, if a Company Stock Award
constitutes “non-qualified deferred compensation” within the meaning of Section
409A of the Code, the cash payment in respect of such Company Stock Award as
determined hereunder shall be paid at such time or times as is provided under
the applicable plan or award agreement governing such Company Stock Award.

Section 2.06 Treasury Warrants.

(a) At the Effective Time, by virtue of the Merger and without any action on
the part of the holder thereof, each outstanding Treasury Warrant (as defined in
Section 3.02(b)), shall cease to represent a warrant to purchase Common Stock
and shall be converted automatically into a right to exercise such Treasury
Warrant in accordance with the terms of such Treasury Warrant to receive an
amount in cash (subject to any withholding as provided in Section 2.02(g)) equal
to (A) the Per Share Merger Consideration multiplied by (B) the number of
shares of Common Stock issuable upon the exercise of such Treasury Warrant
immediately prior to the Effective Time (the “Treasury Warrant
Consideration“), which amount shall be payable following the Effective Time
in accordance with Section 2.06(b).

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(b) The foregoing payment set forth in clause (a) may be made by Purchaser or
any of its Affiliates, or at Purchaser153s election, the Paying Agent. From and
after the Effective Time, Purchaser shall, or shall cause the Paying Agent to,
deliver the Treasury Warrant Consideration to the U.S. Department of the
Treasury (“Treasury Department“) or any other holder of Treasury Warrants
(solely with respect to shares of Common Stock covered by such Treasury
Warrants) immediately upon surrender by such holder of its Treasury Warrants and
payment of the then-applicable exercise price in respect thereof in accordance
with the terms of such Treasury Warrants (it being agreed that to the extent
practicable, the Treasury Warrant shall be net settled). In the event any
Treasury Warrants shall have been lost, stolen or destroyed, a holder of such
Treasury Warrants shall have to make and deliver to Purchaser or the Surviving
Corporation an affidavit of that fact by such holder and an agreement in form
reasonably satisfactory to Purchaser indemnifying Purchaser and the Surviving
Corporation against any claim that may be made against Purchaser or the
Surviving Corporation with respect to such Treasury Warrants.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.01 Disclosure. On or prior to the date of this
Agreement the Company has delivered to Purchaser and Merger Sub a schedule (the
“Company Disclosure Schedule“) and Purchaser and Merger Sub have
delivered to the Company a schedule (the “Purchaser Disclosure
Schedule,” together with the Company Disclosure Schedule, the
“Disclosure Schedules“) setting forth, among other things, items the
disclosure of which is necessary or appropriate either in response to an express
disclosure requirement contained in a provision hereof or as an exception to one
or more representations or warranties contained in Article III and Article IV,
or to one or more of the Company153s or Purchaser153s covenants contained herein.
“Previously Disclosed” with regard to a Party means only that information
set forth on such Party153s Disclosure Schedule; provided,
however, that (i) disclosure in any section of such Disclosure Schedule
shall apply to the indicated sections of this Agreement, except that it shall
also apply to the other section(s) of this Agreement and such Disclosure
Schedule when it is reasonably apparent that such disclosure is relevant to such
section(s) of this Agreement or such Disclosure Schedule but only to the extent
relevant and (ii) with regard to the Company, “Previously Disclosed” shall also
include information publicly disclosed by the Company in any forms, statements,
certifications, reports and documents filed with the Securities and Exchange
Commission (the “SEC“) pursuant to the Securities Act of 1933 (the
“Securities Act“) or the Securities Exchange Act of 1934 (the
“Exchange Act“) since December 31, 2010 and publicly available prior to
the date of this Agreement (excluding any disclosures contained solely in such
documents under the heading “Risk Factors” and any disclosure of risks included
in any “forward-looking statements” disclaimer or other statements that are
similarly non-specific and cautionary and are predictive or forward-looking in
nature).

– 7 –

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Section 3.02 Representations and Warranties of the Company. The
Company represents and warrants to Purchaser and Merger Sub that, except as
Previously Disclosed:

(a) Organization, Good Standing and Qualification.

(i) The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Company is a bank holding
company duly registered under the Bank Holding Company Act of 1956 (the
“BHCA“) and meets the applicable requirements for qualification as such.
The Company has all corporate power and authority to own or lease all the assets
owned or leased by it and to conduct its business in all material respects as it
is now being conducted. The Company is duly licensed or qualified to do business
and in good standing as a foreign corporation in all jurisdictions (A) in which
the nature of the activities conducted by the Company requires such license or
qualification and (B) in which the Company owns or leases real property, other
than such failures that would not have any material impact on the Company. The
certificate of incorporation of the Company complies in all material respects
with applicable Law. A true, complete and correct copy of each of the
certificate of incorporation and the bylaws of the Company, as amended and as
currently in effect, has been delivered or made available to Purchaser.

(ii) Santa Barbara Bank & Trust, N.A. (“Bank“) is a wholly owned
subsidiary of the Company and is a national banking association duly organized,
validly existing and in good standing under the National Bank Act, 12 U.S.C. § 1
et seq. The deposit accounts of Bank are insured up to applicable
limits (or fully insured if there is no limit) by the Deposit Insurance Fund
(“DIF“), which is administered by the Federal Deposit Insurance
Corporation (the “FDIC“), and no proceedings for the termination or
revocation of such insurance are pending or, to the Knowledge of the Company,
threatened. Bank has the corporate (or similar) power and authority to own or
lease all of the assets owned or leased by it and to conduct its business in all
material respects as it is now being conducted. Bank is duly licensed or
qualified to do business and in good standing in all jurisdictions (1) in which
the nature of the activities conducted by Bank requires such qualification and
(2) in which Bank owns or leases real property, other than such failures that
would not have any material impact on Bank. The articles of association of Bank
comply in all material respects with applicable Law. A true, complete and
correct copy of each of the articles of association of Bank and the bylaws of
Bank, as amended and as currently in effect, has been delivered or made
available to Purchaser.

(iii) Each of the Company153s Subsidiaries (other than Bank) is a corporation
or other legal entity duly incorporated or duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization. Each such
Subsidiary has the corporate (or similar) power and authority to own or lease
all of the assets owned or leased by it and to conduct its business in all
material respects as it is now being conducted. Each such Subsidiary is duly
licensed or qualified to do business and in good standing as a foreign
corporation or other legal entity in all jurisdictions (1) in which the nature
of the activities conducted by such Subsidiary requires such licensing or
qualification and (2) in which such Subsidiary owns or leases real property,
other than such failures that would not have any material impact on the Company.
The articles or certificate of incorporation, certificate of trust or other
organizational document of each such Subsidiary comply in all material respects
with applicable Law. A true, complete and correct copy of the articles or
certificate of incorporation or certificate of trust and bylaws of each such
Subsidiary (or similar governing documents), as amended and as currently in
effect, has been delivered or made available to Purchaser.

– 8 –

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(b) Capitalization. The authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred
Stock, par value $0.001 per share (the “Preferred Stock“). As of the
close of business on March 7, 2012, there were 32,940,687 shares of Common Stock
outstanding and no shares of Preferred Stock outstanding. As of the date of this
Agreement, there were warrants to purchase 15,120 shares of Common Stock held by
the Treasury Department (such warrants, the “Treasury Warrants“). All of
the issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable and were not issued in
violation of or subject to any preemptive rights or other rights to subscribe
for or purchase securities. No bonds, debentures, notes or other indebtedness
having the right to vote on any matters on which the stockholders of the Company
may vote (“Voting Debt“) are issued and outstanding. As of the date of
this Agreement, except (i) pursuant to any cashless exercise provisions of any
Company Options or pursuant to the surrender of shares to the Company or the
withholding of shares by the Company to cover Tax withholding obligations under
the Benefit Plans, (ii) as required to satisfy obligations in respect of
outstanding Company Options and Company Stock Awards and (iii) the Treasury
Warrant to purchase up to 15,120 shares of Common Stock sold by the Company to
the Treasury Department pursuant to that certain Exchange Agreement dated as of
July 26, 2010, the Company does not have and is not bound by any outstanding
subscriptions, options, calls, commitments or Contracts of any character calling
for the purchase or issuance of, or securities or rights convertible into or
exchangeable for, any shares of Common Stock or Preferred Stock or any other
equity securities of the Company or Voting Debt or any securities representing
the right to purchase or otherwise receive any shares of capital stock of the
Company (including any rights plan or agreement). Section 3.02(b) of the Company
Disclosure Schedule sets forth a table listing, as of the date of this
Agreement, the outstanding series of trust preferred and subordinated debt
securities of the Company, Bank and all of the Company153s other Subsidiaries, and
all such information is accurate and complete.

(c) Subsidiaries. With respect to Bank and each of the Company153s other
Subsidiaries, (i) all the issued and outstanding shares of such entity153s capital
stock have been duly authorized and validly issued, are fully paid and
nonassessable and were not issued in violation of or subject to any preemptive
rights or other rights to subscribe for or purchase securities, and (ii) such
entity does not have and is not bound by any outstanding subscriptions, options,
calls, commitments or Contracts of any character calling for the purchase or
issuance of, or securities or rights convertible into or exchangeable for, any
shares of such entity153s capital stock or any other equity securities or Voting
Debt or any securities representing the right to purchase or otherwise receive
any shares of capital stock of such entity (including any rights plan or
agreement). Section 3.02(c) of the Company Disclosure Schedule sets forth as of
the date of this Agreement (1) each of the Company153s Subsidiaries and the
ownership interest of the Company in each such Subsidiary, as well as the
ownership interest of any other Person or Persons in each such Subsidiary and
(2) the Company153s or its Subsidiaries153 capital stock, equity interest or other
direct or indirect ownership interest in any other Person other than (x)
securities in a publicly traded company held for investment by the Company or
any of its Subsidiaries and consisting of less than one percent (1%) of the
outstanding capital stock of such company and (y)

– 9 –

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securities held in a fiduciary capacity for the benefit of customers. The
Company does not own, directly or indirectly, any voting interest in any Person
that requires an additional filing by Purchaser under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.

(d) Authorization and Action.

(i) The Company has all requisite corporate power and authority and has taken
all corporate action necessary in order to execute, deliver and perform its
obligations under this Agreement and to consummate the transactions contemplated
hereby, subject only, with respect to the Merger, to adoption of this Agreement
by the holders of a majority of the outstanding Shares (the “Requisite
Stockholder Approval“). This Agreement has been duly and validly executed
and delivered by the Company and, assuming due authorization, execution and
delivery by Purchaser and Merger Sub, is a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms (except as
enforcement may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar Laws of general applicability relating to
or affecting creditors153 rights and to general equitable principles, regardless
of whether such enforceability is considered in a proceeding in equity or at law
(the “Bankruptcy and Equity Exception“). No other corporate proceedings,
other than the Requisite Stockholder Approval, are necessary for the execution
and delivery by the Company of this Agreement, the performance by it of its
obligations hereunder or the consummation by it of the transactions contemplated
hereby.

(ii) The Company Board has received the opinion of its financial advisor,
Sandler O153Neill + Partners, L.P., to the effect that, subject to the
assumptions, qualifications and limitations set forth therein, as of the date of
such opinion, the Per Share Merger Consideration is fair to the holders of the
Shares from a financial point of view. It is agreed and understood that such
opinion is for the benefit of the Company Board and may not be relied upon by
Purchaser or Merger Sub.

(iii) The Company Board, by a unanimous vote thereof, has adopted resolutions
(1) determining that this Agreement and such transactions are fair to, and in
the best interests of, the Company and its stockholders, (2) approving and
declaring advisable this Agreement and the transactions contemplated hereby and
(3) recommending that the Company153s stockholders adopt this Agreement (such
recommendation, the “Company Board Recommendation“).

(iv) Neither the execution and delivery by the Company of this Agreement, nor
the consummation of the transactions contemplated hereby, nor compliance by the
Company with any of the provisions hereof, will (1) violate, conflict with, or
result in a breach of any provision of, or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under,
or result in the termination of, or result in the loss to the Company or any of
its Subsidiaries of any benefit or creation of any right on the part of any
third party under, or accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the creation of any
Encumbrances upon any of the material properties or assets of the Company or any
of its Subsidiaries under any of the terms, conditions or provisions of (x)

– 10 –

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the certificate of incorporation or bylaws (or similar governing documents)
of the Company or the certificate of incorporation, charter, bylaws or other
governing instrument of any of its Subsidiaries or (y) any material Contract or
license to which the Company or any of its Subsidiaries is a party or by which
it may be bound, or to which the Company or any of its Subsidiaries or any of
the properties or assets of the Company or any of its Subsidiaries may be
subject, or (2) subject to compliance with the statutes and regulations referred
to in Section 3.02(e), violate any Law or Order applicable to the Company or any
of its Subsidiaries or any of their respective properties or assets, except in
the case of clause (1)(y) this Section 3.02(d)(iv) as would not reasonably be
expected to result in costs to the Company or any of its Subsidiaries (including
the Surviving Corporation after the Closing) in excess of $500,000.

(e) Consents and Approvals. Other than (i) applicable requirements of
the Securities Act, the Exchange Act, and state securities takeover and “blue
sky” laws, as may be required in connection with this Agreement and the
transactions contemplated hereby, (ii) the filing of the Delaware Certificate of
Merger, (iii) the filing of applications and notices with the Board of Governors
of the Federal Reserve System (the “Federal Reserve“) and the Office of
the Comptroller of the Currency (the “OCC“) and approval thereof and the
expiration of any related waiting periods, (iv) such applications, filings and
consents as may be required under the banking laws of any state, and approval
thereof, (v) such other consents of, filings with, authorizations or approvals
from and registrations with any Governmental Entity which if not obtained or
made would not, individually or in the aggregate, be material to the Company and
its Subsidiaries taken as a whole (clauses (iii) through (v) collectively, the
“Regulatory Consents“), and (vi) the JFSA Approval, no notice to,
application or filing with, or consent of, any Governmental Entity or any other
Person is necessary in connection with the Company153s execution, delivery or
performance of this Agreement, and the consummation of the Merger, the Bank
Merger and the other transactions contemplated hereby. A list of all Requisite
Regulatory Consents and any other Regulatory Consents that are required by the
Company, its Subsidiaries or any of their Affiliates as of the date hereof is
disclosed in Section 3.02(e) of the Company Disclosure Schedule.

(f) Accountants. Ernst & Young LLP, which has expressed its
opinion with respect to the consolidated financial statements contained in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed
by it with the SEC on March 28, 2011 (the “Company 10-K“), was as of the
date of such opinion registered independent public accountants, within the
meaning of the Code of Professional Conduct of the American Institute of
Certified Public Accountants, as required by the Securities Act and by the rules
of the Public Company Accounting Oversight Board. KPMG LLP, which replaced Ernst
& Young LLP on June 10, 2011, is as of the date hereof registered
independent public accountants, within the meaning of the Code of Professional
Conduct of the American Institute of Certified Public Accountants, as required
by the Securities Act and by the rules of the Public Company Accounting
Oversight Board.

(g) Financial Statements.

(i) The Company has previously made available to Purchaser copies of (1) the
audited consolidated statements of financial condition of the Company and its

– 11 –

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Subsidiaries as of December 31 for the fiscal years 2009 and 2010, and the
related consolidated statements of operations, of comprehensive income, of
changes in stockholders153 equity, and of cash flows for the fiscal years 2009 and
2010, inclusive, as reported in the Company 10-K, in each case accompanied by
the audit report of Ernst & Young LLP, and (2) (x) the unaudited
consolidated statements of financial condition of the Company and its
Subsidiaries as of December 31 for the fiscal year 2011 and the related
unaudited consolidated statements of operations, of comprehensive income, of
changes in stockholders153 equity and of cash flows for the fiscal year ended
December 31, 2011 (the “Unaudited 2011 Financials“) and (y) the unaudited
consolidated statements of financial condition of the Company and its
Subsidiaries as of January 31, 2011 and the related unaudited consolidated
statements of operations, of comprehensive income, of changes in stockholders153
equity and of cash flows for the one (1)-month period ended January 31, 2012
(the “Interim Financials” and (1) and (2) collectively, and including the
related notes, where applicable, the “Financial Statements“).

(ii) Each of the Financial Statements has been prepared, and each of the
financial statements (including the Audited 2011 Financials) to be filed by the
Company with the SEC after the date of this Agreement and prior to the Closing
will be prepared, in accordance with GAAP consistently applied throughout the
periods covered by each such statement (except for inconsistencies in the
application of GAAP as indicated in such Financial Statements or in the notes
thereto), is consistent with the books and records of the Company, and fairly
presents, in all material respects, the consolidated financial condition of the
Company as of the respective dates and the results of operations and cash flows
of the Company for the respective periods then ended, as applicable, subject to,
in the case of the Interim Financials (1) the absence of notes and schedules and
(2) normal year-end adjustments, and in the case of the Unaudited 2011
Financials, the absence of certain notes and schedules.

(iii) Since December 31, 2010, there have been no significant changes in the
“off-balance sheet arrangements,” as defined in and disclosed under Item 303 of
Regulation S-K under the Securities Act, to which the Company or any of its
Subsidiaries is a party.

(iv) The books and records of the Company and its Subsidiaries in all
material respects have been, and are being, maintained in accordance with
applicable legal and accounting requirements and reflect only actual
transactions. Ernst & Young LLP was not dismissed as independent public
accountants of the Company as a result of or in connection with any
disagreements with the Company on a matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.

(h) Reports; Books and Records.

(i) Since December 31, 2009, each of the Company and each of its Subsidiaries
has timely filed or furnished all material reports, registrations, documents,
filings, statements and submissions, together with any amendments thereto, that
it was required to file with or furnish to any Governmental Entity or any SRO
(the foregoing, collectively, the “Company Reports“) and has paid all
material fees and assessments due

– 12 –

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and payable in connection therewith. As of their respective dates of filing
or furnishing, or, if amended, as of the date of the last such amendment prior
to the date of this Agreement, the Company Reports complied in all material
respects with all statutes and applicable rules and regulations of the
applicable Governmental Entities or SROs. As of the date of this Agreement,
there are no outstanding comments from the SEC or any other Governmental Entity
or any SRO with respect to any such Company Report. In the case of each such
Company Report filed with or furnished to the SEC, such Company Report did not,
as of its date or if amended prior to the date of this Agreement, as of the date
of such amendment and any Company Reports filed with or furnished to the SEC
subsequent to the date of this Agreement and prior to the Closing will not,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements made
in it, in light of the circumstances under which they were made, not misleading
and complied as to form in all material respects with the applicable
requirements of the Securities Act and the Exchange Act. With respect to all
other Company Reports filed since December 31, 2009 or to be filed subsequent to
the date of this Agreement and prior to the Closing, the Company Reports will be
complete and accurate in all material respects as of their respective dates, or
the dates of their respective amendments. No executive officer of the Company or
any of its Subsidiaries has failed in any respect to make the certifications
required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act of
2002 (collectively, the “Sarbanes-Oxley Act“). None of the Company153s
Subsidiaries is required to file periodic reports with the SEC pursuant to
Sections 13 or 15(d) of the Exchange Act. Except for normal examinations
conducted by a Governmental Entity or SRO in the regular course of the business
of the Company and its Subsidiaries, no Governmental Entity or SRO has initiated
any proceeding or, to the Knowledge of the Company, investigation into the
business or operations of the Company or any of its Subsidiaries since January
1, 2010. There are no unresolved violations set forth in any report relating to
any examinations or inspections by any Governmental Entity or SRO of any of the
Company and its Subsidiaries. The Company and its Subsidiaries have fully
resolved all “matters requiring attention,” “matters requiring immediate
attention” or similar items as identified by any such Governmental Entity or
SRO.

(ii) The records, systems, controls, data and information of each of the
Company and each of its Subsidiaries are recorded, stored, maintained and
operated under means (including any electronic, mechanical or photographic
process, whether computerized or not) that are under the exclusive ownership and
direct control of the Company or its Subsidiaries or their accountants
(including all means of access thereto and therefrom), except as would not
reasonably be expected to have a material adverse effect on the Company153s system
of internal accounting controls.

(iii) Each of the Company and each of its Subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurances
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP, and that (1)
transactions are executed in accordance with management153s general or specific
authorization, (2) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets, (3)

– 13 –

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access to assets is permitted only in accordance with management153s general or
specific authorization and (4) the recorded amount for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(iv) The Company maintains disclosure controls and procedures required by
Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and
procedures are designed and maintained to ensure that information required to be
disclosed by the Company is recorded and reported on a timely basis to the
individuals responsible for the preparation of the Company153s filings with the
SEC and other public disclosure documents. The Company maintains internal
control over financial reporting (as defined in Rule 13a-15 or 15d-15, as
applicable, under the Exchange Act). Such internal control over financial
reporting is designed and maintained to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles and includes policies and procedures that (1) pertain to
the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company, (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company153s
assets that could have a material effect on its financial statements. The
Company has disclosed, based on the most recent evaluation of its Chief
Executive Officer and its Chief Financial Officer prior to the date of this
Agreement, to the Company153s auditors and the audit committee of the Company
Board (A) any significant deficiencies in the design or operation of its
internal controls over financial reporting that are reasonably likely to
adversely affect the Company153s ability to record, process, summarize and report
financial information and has identified for the Company153s auditors and audit
committee of the Company Board any material weaknesses in internal control over
financial reporting and (B) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company153s
internal control over financial reporting. The Company has made available to
Purchaser (1) any such written disclosure made by management to the Company153s
auditors and audit committee since December 31, 2010 and (2) any written
communication since December 31, 2010 made by management or the Company153s
auditors to the audit committee required or contemplated by listing standards of
the NASDAQ Stock Market (“NASDAQ“), the audit committee153s charter or
professional standards of the Public Company Accounting Oversight Board. Since
December 31, 2009, no complaints from any source regarding accounting, internal
accounting controls or auditing matters, and no concerns from the Employees
regarding questionable accounting or auditing matters, have been received by the
Company. The Company has made available to Purchaser a summary of all complaints
or concerns relating to other matters made since December 31, 2010 through the
Company153s whistleblower hot line or equivalent system for receipt of employee
concerns regarding possible violations of Law. No attorney representing the
Company or any of its Subsidiaries, whether or not employed by the Company or
any of its Subsidiaries, has reported evidence of a violation of securities
laws, breach of

– 14 –

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fiduciary duty or similar violation by the Company or any of its officers,
directors, employees or agents to the Company153s chief legal officer, audit
committee (or other committee designated for the purpose) of the Company Board
or the Company Board pursuant to the rules adopted pursuant to Section 307 of
the Sarbanes-Oxley Act or any Company policy contemplating such reporting,
including in instances not required by those rules.

(i) Real Property.

(i) Except in any such case as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, with respect to the
real property owned by the Company or its Subsidiaries (the “Owned Real
Property“), (1) the Company or one of its Subsidiaries, as applicable, has
good and marketable title to the Owned Real Property, free and clear of any
Encumbrance, and (2) there are no outstanding options or rights of first refusal
to purchase the Owned Real Property, or any portion of the Owned Real Property
or interest therein.

(ii) With respect to the real property leased or subleased to the Company or
its Subsidiaries (the “Leased Real Property“), the lease or sublease for
such property is valid, legally binding, enforceable and in full force and
effect, and neither the Company nor any of its Subsidiaries is in breach of or
default under such lease or sublease, and no event has occurred which, with
notice, lapse of time or both, would constitute a breach or default by any of
the Company or its Subsidiaries or permit termination, modification or
acceleration by any third party thereunder, or prevent, materially delay or
materially impair the consummation of the transactions contemplated by this
Agreement except in each case, for such invalidity, failure to be binding,
unenforceability, ineffectiveness, breaches, defaults, terminations,
modifications, accelerations or repudiations that would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

(iii) Section 3.02(i)(iii) of the Company Disclosure Schedule contains a true
and complete list, as of the date hereof, of all Owned Real Property (together
with all land, buildings, structures, fixtures and improvements located
thereon). Section 3.02(i)(iii) of the Company Disclosure Schedule sets forth (x)
a description of the principal functions conducted as of the date hereof at each
parcel of Owned Real Property and (y) a correct street address and such other
information as is reasonably necessary to identify each parcel of Owned Real
Property.

(j) Taxes. Except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and except as set
forth in Section 3.02(j) of the Company Disclosure Schedule: (1) each of the
Company and each of its Subsidiaries has duly and timely filed (including,
pursuant to applicable extensions) all Tax Returns required to be filed by it
and all such Tax Returns are correct and complete. Each of the Company and each
of its Subsidiaries has paid in full all Taxes due or made adequate provision in
the financial statements of the Company (in accordance with GAAP) for any such
Taxes, whether or not shown as due on such Tax Returns; (2) no deficiencies for
any Taxes have been proposed, asserted or assessed, in each case in writing,
against or with respect to any Taxes due by, or Tax

– 15 –

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Returns of, the Company or any of its Subsidiaries which deficiencies have
not since been resolved; (3) there are no Encumbrances for Taxes upon the assets
of either the Company or its Subsidiaries except for statutory Encumbrances for
Taxes not yet due; (4) neither the Company nor any of its Subsidiaries has been
a “distributing corporation” or a “controlled corporation” in any distribution
occurring during the last two (2) years in which the parties to such
distribution treated the distribution as one to which Code Section 355 is
applicable; (5) neither the Company nor any of its Subsidiaries has engaged in
any “listed transaction” within the meaning of Treasury Regulations section
1.6011-4(b)(2); (6) neither the Company nor any of its Subsidiaries has engaged
in a transaction of which it made disclosure to any taxing authority to avoid
penalties under Section 6662(d) or any comparable provision of state, foreign or
local Law; (7) neither the Company nor any of its Subsidiaries has participated
in any “tax amnesty” or similar program offered by any taxing authority to avoid
the assessment of penalties or other additions to Tax; (8) the Company and each
of its Subsidiaries have complied in all respects with all requirements to
report information for Tax purposes to any individual or taxing authority, and
have collected and maintained all requisite certifications and documentation in
valid and complete form with respect to any such reporting obligation,
including, without limitation, valid Internal Revenue Service Forms W-8 and W-9;
(9) no written claim has been made within the past three (3) years by a Tax
Authority in a jurisdiction where the Company or any of its Subsidiaries, as the
case may be, does not file Tax Returns that the Company, Bank or any of the
Company153s other Subsidiaries, as the case may be, is or may be subject to Tax by
that jurisdiction; (10) neither the Company nor any of its Subsidiaries has
granted any currently effective waiver, extension or comparable consent
regarding the application of the statute of limitations with respect to any
Taxes or Tax Return that is outstanding, nor has any request for any such waiver
or consent been made; (11) neither the Company nor any of its Subsidiaries has
been or is in violation (or with notice or lapse of time or both, would be in
violation) of any applicable Law relating to the payment or withholding of Taxes
(including, without limitation, withholding of Taxes pursuant to Sections 1441
and 1442 of the Code or any similar provisions of state, local or foreign law);
(12) each of the Company and each of its Subsidiaries has duly and timely
withheld from employee salaries, wages and other compensation and paid over to
the appropriate taxing authority all amounts required to be so withheld and paid
over for all taxable periods within the past three (3) years under all
applicable Laws; (13) no audits or investigations by any taxing authority
relating to any Tax Returns of any of the Company or any of its Subsidiaries is
in progress, nor has the Company or any of its Subsidiaries received written
notice from any taxing authority of the commencement of any audit not yet in
progress; (14) there are no outstanding and currently effective powers of
attorney enabling any person or entity not a party to this Agreement to
represent the Company or any of its Subsidiaries with respect to Tax matters;
(15) within the past four (4) years, neither the Company nor any of its
Subsidiaries has applied for, been granted, or agreed to any accounting method
change for which it will be required to take into account any adjustment under
Code Section 481 after the Closing; (16) during the period between September 1,
2010 and the date hereof, neither the Company nor any of its Subsidiaries has
undergone an “ownership change” within the meaning of Code Section 382(g); and
(17) neither the Company nor any of its Subsidiaries is liable for Taxes of any
other Person (other than the Company or any of its Subsidiaries) pursuant to a
tax indemnity, tax sharing or other similar agreement (other than pursuant to
lease agreements, loan agreements, financing arrangements, commercial agreements
entered into in the ordinary course of business, or Benefit Plans).

– 16 –

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(k) Absence of Certain Changes. Since December 31, 2010, and except as
Previously Disclosed, (1) the Company and its Subsidiaries have conducted their
respective businesses in all material respects in the ordinary course of
business and consistent with past practice, (2) the Company has not made or
declared any distribution in cash or in kind to its stockholders or issued or
repurchased any shares of its capital stock or other equity interests, (3) there
has been no material change in any method of accounting or accounting practice
by the Company or any of its Subsidiaries (except, in each case, as indicated in
the Financial Statements or in the notes thereto), (4) no fact, event, change,
condition, development, circumstance or effect has occurred that has had, or
would reasonably be expected to have, a Material Adverse Effect, and (5) no
material default (or event which, with notice or lapse of time, or both, would
constitute a material default) exists on the part of the Company or any of its
Subsidiaries or, to their Knowledge, on the part of any other party, in the due
performance and observance of any term, covenant or condition of any Contract to
which the Company or any of its Subsidiaries is a party and which is,
individually or in the aggregate, material to the financial condition of the
Company and its Subsidiaries, taken as a whole.

(l) No Undisclosed Liabilities. Neither the Company nor any of its
Subsidiaries has any liabilities or obligations of any nature and is not an
obligor under any guarantee, keepwell or other similar Contract (absolute,
accrued or contingent) or otherwise except for (i) liabilities or obligations
reflected in or reserved against in the Company153s consolidated balance sheet as
of December 31, 2010 and (ii) liabilities that have arisen since December 31,
2010 in the ordinary course of business and consistent with past practice and
that have either been Previously Disclosed or would not have, individually or in
the aggregate, a material impact on the Company and its Subsidiaries, taken as a
whole.

(m) Commitments and Contracts.

(i) The Company has Previously Disclosed or provided (by hard copy,
electronic data room or otherwise) to Purchaser or its representatives true,
correct and complete copies of each Material Contract to which the Company or
any of its Subsidiaries is, as of the date hereof, a party or subject.
“Material Contract” means each of the following (whether written or oral,
express or implied):

(1) any Contract which is a “material contract” within the meaning of Item
601(b)(10) of Regulation S-K to be performed in whole or in part after the date
of this Agreement;

(2) any Contract with respect to the employment or service of any current or
former directors, officers, employees or consultants of the Company or any of
its Subsidiaries, in each case involving an annual base salary, annual fee or
other form of cash compensation, as applicable, to be paid by the Company or any
of its Subsidiaries in excess of $150,000, or any Contract with a current or
former director, officer or employee with change-in-control or severance or
other provisions resulting in or causing the acceleration of any compensation
benefit upon a change in control or termination of employment following a change
in control;

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(3) any Contract containing any standstill or similar agreement pursuant to
which one Person has agreed not to acquire assets or securities of another
Person;

(4) any Related Party Contract;

(5) any Contract (x) that restricts the ability of the Company or any of its
Subsidiaries to compete in any business or geographic area or any particular
medium or (y) that grants a Person other than the Company or any of its
Subsidiaries “most favored nation” status or “exclusivity” or similar rights;

(6) any Contract involving the payment or receipt of royalties or similar
payments of more than $250,000 in the aggregate calculated based upon the
revenues or income of the Company or its Subsidiaries or income or revenues
related to any product or service of the Company or any of its Subsidiaries;

(7) any Contract with a labor union or guild (including any collective
bargaining agreement);

(8) any Contract which grants any person a right of first refusal, right of
first offer or similar right with respect to any material properties, assets or
businesses of the Company or any of its Subsidiaries;

(9) any Contract (x) having as its principal subject matter the agreement of
the Company or any of its Subsidiaries to indemnify any Person, (y) providing
for indemnification by the Company or any of its Subsidiaries of any Person and
that could reasonably be expected to result in an indemnification obligation of
the Company or any of its Subsidiaries in excess of $25,000, or (z) providing
for indemnification by the Company or any of its Subsidiaries of any current or
former director, officer or employee of the Company or any of its Subsidiaries;

(10) any Contract that contains a put, call or similar right pursuant to
which the Company or any of its Subsidiaries could be required to purchase or
sell, as applicable, assets that have a fair market value or purchase price of
more than $250,000 or any equity interests of any Person;

(11) any indenture, mortgage, promissory note, loan agreement, guarantee,
sale and leaseback agreement, capitalized lease or other agreement or commitment
for the borrowing by the Company or any of its Subsidiaries of money or the
deferred purchase price of property in excess of $1,000,000 (in either case,
whether incurred, assumed, guaranteed or secured by any asset), or any other
Contract including provisions whereby the Company or any of its Subsidiaries is
guaranteeing the obligations of or agreeing to provide financial support to or
on behalf of a Person (other than to or on behalf of the Company or one of its
Subsidiaries);

– 18 –

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(12) any lease of real property that provides for annual payments of $300,000
or more;

(13) any license, franchise or similar Contract material to the business and
operations of the Company and its Subsidiaries;

(14) any Contract for the purchase, sale or lease of materials, supplies,
goods, services, equipment or other assets (other than those specified elsewhere
in this definition) that provides for either (i) annual payments or obligations
of $300,000 or more, or (ii) aggregate payments or obligations of $750,000 or
more;

(15) any partnership, joint venture or other similar agreement or
arrangement;

(16) any Contract pursuant to which (x) the Company or any of its
Subsidiaries grants a license or other right to use the Company Proprietary
Rights to a third person and y) a third person grants a license or other right
to the Company or any of its Subsidiaries to any Proprietary Rights (but
excluding licenses to commercially available “click-wrap” or “shrink-wrap”
software);

(17) any Contract relating to the acquisition or disposition of any material
business or material assets (whether by merger, sale of stock or assets or
otherwise), which acquisition or disposition is not yet complete or where such
Contract contains continuing material obligations of the Company or any of its
Subsidiaries;

(18) any agreement or consent decree entered into with a Governmental Entity
pertaining to alleged violations of Law;

(19) any Contract that is not terminable by the Company upon sixty (60) days
or shorter notice without penalty or premium of less than $500,000; and

(20) any Contract that provides for the imposition of any material
Encumbrance on any assets of the Company.

(ii) Each of the Material Contracts to which the Company or any of its
Subsidiaries is a party or subject is valid and binding on the Company or its
Subsidiaries, as the case may be and, to the Knowledge of the Company, each
other party thereto, and is in full force and effect, except for such failures
to be valid and binding or to be in full force and effect as would not, or would
not reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect. There is no default under any such Contracts by the Company or
its Subsidiaries, or to the Knowledge of the Company, by the other party
thereto, and no event has occurred that with the lapse of time or the giving of
notice or both would constitute a default thereunder by the Company or its
Subsidiaries or to the Knowledge of the Company, by the other party thereto, in
each case except as would not, or would not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.

– 19 –

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(n) Litigation and Other Proceedings. There are no pending or, to the
Knowledge of the Company, threatened, legal, administrative, arbitral or other
proceedings, claims, actions, or pending or, to the Knowledge of the Company,
threatened governmental or regulatory investigations of any nature (1) against
the Company or any of its Subsidiaries (excluding those of the type contemplated
by the following clause (2)) which would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect or (2) challenging
the validity or propriety of the transactions contemplated by this Agreement.
There is no material injunction, order, judgment, decree or regulatory
restriction imposed upon the Company, any of its Subsidiaries or the assets of
the Company or any of its Subsidiaries.

(o) Compliance with Laws.

(i) The business of each of the Company and each of its Subsidiaries has not
been since December 31, 2008, and is not being, conducted in violation of any
applicable Law or written regulatory guideline, including the Equal Credit
Opportunity Act (15 U.S.C. Section 1691 et seq.), the Fair Housing Act
(420 U.S.C. Section 3601 et seq.), the Community Reinvestment Act of
1977, the Home Mortgage Disclosure Act (12 U.S.C. Section 2801 et
seq.), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the
Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), Title III of the USA
Patriot Act, the Interagency Policy Statement on Retail Sales of Nondeposit
Investment Products or all other applicable bank secrecy laws, fair lending laws
and other laws relating to discriminatory business practices and any Order
issued with respect to anti-money laundering by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC“) or any other anti-money
laundering statute, rule or regulation, except for violations that, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. Each of the Company and each of its Subsidiaries has all permits,
licenses, franchises, authorizations, orders and approvals of, and have made all
filings, applications and registrations with, Governmental Entities and SROs
that are required in order to permit them to own or lease their properties and
assets and to carry on their business as presently conducted. Each of the
Company and each of its Subsidiaries has since December 31, 2008 complied in all
material respects with and is not in default or violation in any material
respect of, and none of them is, to the Knowledge of the Company, under
investigation with respect to, or, to the Knowledge of the Company, has been
threatened to be charged with or given notice of, any material violation of, any
applicable Law or Order of any Governmental Entity or SRO. Except for statutory
or regulatory restrictions of general application, no Governmental Entity or SRO
has placed any material restriction on the business or properties of the Company
or any of its Subsidiaries that remains in effect. Since December 31, 2010,
neither the Company nor any of its Subsidiaries has received any written
notification or communication from any Governmental Entity or SRO (1) asserting
that the Company or any of its Subsidiaries is not in material compliance with
any statutes, regulations or ordinances, (2) threatening to revoke any permit,
license, franchise, authorization, order or approval or (3) threatening or
contemplating revocation or limitation of, or which would have the effect of
revoking or limiting, FDIC deposit insurance.

– 20 –

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(ii) Neither the Company nor any of its Subsidiaries, nor any director,
officer, employee or Affiliate of either the Company or any of its Subsidiaries,
nor, to the Knowledge of the Company, any agent or other Person acting on behalf
of the Company or any of its Subsidiaries is currently subject to any sanctions
administered by OFAC.

(iii) The operations of each of the Company and each of its Subsidiaries are
and have been conducted at all times since December 31, 2008 in compliance with
the money laundering statutes of applicable jurisdictions, the rules and
regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any applicable Governmental
Entity (collectively, the “Anti-Money Laundering Laws“) and no action,
suit or proceeding by or before any Governmental Entity involving the Company
and/or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is
pending or, to the Knowledge of the Company, threatened.

(p) Fiduciary Accounts; Trust. Each of the Company and each of its
Subsidiaries has properly administered in all material respects all accounts for
which it acts as a fiduciary, including accounts for which it serves as a
trustee, agent, custodian, personal representative, guardian, conservator or
investment advisor, in accordance with the terms of the governing documents and
applicable Law. None of the Company, any of its Subsidiaries, or any director,
officer or employee of the Company or of any of its Subsidiaries, has committed
any material breach of trust or fiduciary duty with respect to any such
fiduciary account. The accountings for each such fiduciary account are true and
correct, and accurately reflect, in all material respects the assets of such
fiduciary account.

(q) Employees. No Employees of the Company or any of its Subsidiaries
are represented by any labor union nor are any collective bargaining agreements
otherwise in effect with respect to such Employees, and no labor organization or
group of Employees of the Company or any of its Subsidiaries has made a pending
demand for recognition or certification, and there are no representation or
certification proceedings or petitions seeking a representation proceeding
presently pending or, to the Knowledge of the Company, threatened to be brought
or filed with the National Labor Relations Board or any other labor relations
tribunal or authority. There are no organizing activities, strikes, work
stoppages, slowdowns, lockouts, material arbitrations or material grievances, or
other material labor disputes pending or, to the Knowledge of the Company,
threatened against or involving the Company or any of its Subsidiaries and their
respective employees. The Company and its Subsidiaries believe that their
relations with their employees are good. As of the date hereof, no executive
officer (as defined in Rule 501(f) promulgated under the Securities Act) of the
Company or any of its Subsidiaries has notified the Company or any of its
Subsidiaries that such officer intends to leave the Company or any of its
Subsidiaries or otherwise terminate such officer153s employment with the Company
or any of its Subsidiaries. To the Knowledge of the Company, no executive
officer of the Company or any of its Subsidiaries is in violation of any
material term of any employment Contract, confidentiality, disclosure or
proprietary information agreement, non-competition agreement, or any other
Contract or any restrictive covenant, and to the Knowledge of the Company, the
continued employment of each such executive officer does not subject the Company
or any of its Subsidiaries to any liability with respect to any of the foregoing
matters. The Company and its Subsidiaries are in compliance with all notice and
other requirements under the Worker

– 21 –

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Adjustment and Retraining Notification Act of 1988, California Labor Code
section 1400 et seq., and any other similar applicable foreign, state, or local
Laws relating to facility closings and layoffs. All independent contractors of
the Company are properly classified under applicable state and federal Law, and
the Company is in compliance with California Labor Code 226.8.

(r) Company Benefit Plans.

(i) (1) Section 3.02(r)(i) of the Company Disclosure Schedule sets forth a
complete list of each material Benefit Plan and each Benefit Plan (whether or
not material) that is intended to be tax-qualified under Section 401(a) or
Section 501(c)(9) of the Code. With respect to each Benefit Plan, the Company
and its Subsidiaries have complied, and are now in compliance, in all material
respects, with all provisions of the Employee Retirement Income Security Act of
1974 (“ERISA“), the Code and all laws and regulations applicable to such
Benefit Plan; and (2) each Benefit Plan has been administered in all material
respects in accordance with its terms. “Benefit Plan” means any employee
welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee
pension benefit plan within the meaning of Section 3(2) of ERISA, and any bonus,
incentive, deferred compensation, vacation, stock purchase, stock option,
severance, employment, change of control or fringe benefit plan, program,
agreement or policy sponsored, maintained or contributed to or required to be
contributed to by the Company or any of its Subsidiaries or by any trade or
business, whether or not incorporated (an “ERISA Affiliate“), that
together with the Company or any of its Subsidiaries would be deemed a “single
employer” within the meaning of section 4001(b) of ERISA, or to which the
Company, Bank, any of the Company153s other Subsidiaries or any of their
respective ERISA Affiliates is party, whether written or oral, in each case for
the benefit of any director, former director, employee or former employee of the
Company or any of its Subsidiaries. No Benefit Plan is maintained outside the
jurisdiction of the United States, or covers any employee residing or working
outside of the United States.

(ii) With respect to each material Benefit Plan and each Benefit Plan
(whether or not material) that is intended to be tax-qualified under Section
401(a) or Section 501(c)(9) of the Code, the Company has heretofore delivered or
made available to Buyer true and complete copies of each of the following
documents: (1) a copy of the Benefit Plan and any amendments thereto (or if the
Benefit Plan is not a written plan, a description thereof); (2) a copy of the
two (2) most recent annual reports and actuarial reports, if required under
ERISA; (3) a copy of the most recent Summary Plan Description, if required under
ERISA with respect thereto; (4) if the Benefit Plan is funded through a trust or
any third party funding vehicle, a copy of the trust or other funding agreement
and the latest financial statements thereof; and (5) the most recent
determination letter received from the Internal Revenue Service (the
“IRS“) with respect to each Benefit Plan intended to qualify under
Section 401 of the Code.

(iii) Except as set forth in Section 3.02(r)(iii) of the Company Disclosure
Schedule, no claim has been made, or to the Knowledge of the Company threatened,
against the Company or any of its Subsidiaries related to any Benefit Plan,
including, without limitation, any claim related to the purchase of employer
securities or to expenses or fees paid under any defined contribution pension
plan other than ordinary course claims for benefits.

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(iv) No Benefit Plan is subject to Title IV of ERISA or described in Section
3(37) of ERISA, and none of the Company, any of its Subsidiaries or any of their
ERISA Affiliates has at any time within the past six (6) years sponsored or
contributed to, or has or had within the past six (6) years any liability or
obligation in respect of, any plan subject to Title IV or described in Section
3(37) of ERISA. The Company has not incurred any current or projected liability
in respect of post-retirement health, medical or life insurance benefits for the
Employees, except as required to avoid an excise tax under Section 4980B of the
Code or comparable State benefit continuation laws. The Company or its
Subsidiaries may amend or terminate any Benefit Plan that provides for retiree
medical or life benefits at any time without incurring any liability thereunder
other than in respect of claims incurred prior to such amendment or termination.

(v) Each Benefit Plan intended to be “qualified” within the meaning of
Section 401(a) of the Code and the related trust have received a favorable
determination letter from the IRS as to qualification of the Benefit Plan under
Section 401(a) of the Code and exemption of the related trust from taxation
under Section 501(a) of the Code that has not been revoked, and no circumstances
exist and no events have occurred that could reasonably be expected to adversely
affect the qualified status of any such Benefit Plan or the tax exempt status of
the related trust. To the extent any Benefit Plan is required to be funded under
ERISA or the Code, it is so funded and all contributions required to be made by
applicable law have been timely made. Any voluntary employees153 beneficiary
association within the meaning of Section 501(c)(9) of the Code that provides
benefits under a Benefit Plan has (x) received an opinion letter from the IRS
recognizing its exempt status under Section 501(c)(9) of the Code and (y) filed
a timely notice with the IRS pursuant to Section 505(c) of the Code, and neither
the Company nor any of its Subsidiaries is aware of circumstances that could
reasonably be expected to result in the loss of such exempt status under Section
501(c)(9) of the Code.

(vi) None of the Company, any of its Subsidiaries, any Benefit Plan, any
trust created under any Benefit Plan, or any trustee or administrator of any
Benefit Plan has engaged in a transaction in connection with which the Company
or any of its Subsidiaries, any plan, any such trust, or any trustee or
administrator thereof, or any party dealing with any plan or any such trust
could reasonably be expected to be subject to either a material civil penalty
assessed pursuant to Sections 409 or 502(i) of ERISA or a material tax imposed
pursuant to Sections 4975 or 4976 of the Code.

(vii) Each Benefit Plan that is a “nonqualified deferred compensation plan”
within the meaning of Section 409A of the Code and associated Treasury
Department guidance has (1) between January 1, 2005 and December 31, 2008, been
operated in all material respects in good faith compliance with Section 409A of
the Code and Notice 2005-01 and (2) since January 1, 2009 (or such later date
permitted under applicable guidance), been operated in compliance with, and is
in documentary compliance with, in all material respects, Section 409A of the
Code and IRS regulations and guidance thereunder. All Company Options granted by
the Company or any of its

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Subsidiaries to any current or former employee or director have been granted
with a per share exercise price at least equal to the fair market value of the
underlying stock on the date the Company Option was granted, within the meaning
of Section 409A of the Code and associated Treasury Department guidance.

(viii) Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby will, either alone or in
conjunction with any other event, (A) result in any payment (including
severance, unemployment compensation, “excess parachute payment” (within the
meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise)
becoming due to any current or former employee, officer or director of the
Company or any of its Subsidiaries under any Benefit Plan or otherwise, (B)
increase any benefits otherwise payable under any Benefit Plan, (C) result in
any acceleration of the time of payment or vesting of any such benefits, (D)
require the funding or increase in the funding of any such benefits or (E)
result in any limitation on the right of the Company or any of its Subsidiaries
to amend, merge, terminate or receive a reversion of assets from any Benefit
Plan or related trust. Neither the Company nor any of its Subsidiaries has
taken, or permitted to be taken, any action that required, and no circumstances
exist that will require the funding, or increase in the funding, of any
benefits, or will result, in any limitation on the right of the Company or any
of its Subsidiaries to amend, merge or terminate any Benefit Plan or receive a
reversion of assets from any Benefit Plan or related trust.

(s) Risk Management Instruments. Since December 31, 2007, all material
derivative instruments, including, swaps, caps, floors and option Contracts,
whether entered into for the account of the Company or any of its Subsidiaries
or for the account of a customer of the Company or any of its Subsidiaries, were
entered into (i) only in the ordinary course of business and consistent with
past practice, (ii) in accordance with prudent banking practices and in all
material respects with all applicable Laws and with the rules, regulations and
policies of applicable Governmental Entities, and (iii) with counterparties
believed to be financially responsible at the time; and each of them constitutes
the valid and legally binding obligation of the Company or one of its
Subsidiaries, enforceable in accordance with its terms, subject to the
Bankruptcy and Equity Exception. Neither the Company nor any of its
Subsidiaries, nor, to the Knowledge of the Company, any other party thereto, is
in breach of any of its material obligations under any such Contract or
arrangement. The financial position of the Company and any of its Subsidiaries,
as applicable, on a consolidated basis under or with respect to each such
derivative instrument has been reflected in its books and records and the books
and records of such Subsidiaries in accordance with GAAP consistently applied.

(t) Agreements with Regulatory Agencies. Except as set forth in
Section 3.02(t) of the Company Disclosure Schedule, neither the Company nor any
of its Subsidiaries is subject to any cease-and-desist or other similar order or
enforcement action issued by, or is a party to any written agreement, consent
agreement or memorandum of understanding with, or is a party to any commitment
letter or similar undertaking to, or is subject to any capital directive by, or
has adopted any board resolutions at the request of, any Governmental Entity or
SRO (each item in this sentence, a “Regulatory Agreement“), nor has the
Company or any of its Subsidiaries been advised in writing, or, to the Knowledge
of the Company, orally, since

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December 31, 2009 by any Governmental Entity or SRO that it is considering
issuing, initiating, ordering, or requesting any such Regulatory Agreement. The
Company and each Subsidiary are in compliance in all material respects with each
Regulatory Agreement to which it is a party or subject, and since December 31,
2009 neither the Company nor any of its Subsidiaries has received any notice
from any Governmental Entity or SRO indicating that either the Company or any of
its Subsidiaries is not in compliance in all material respects with any such
Regulatory Agreement.

(u) Environmental Liability. The Company and its Subsidiaries have at
all times, and at the Closing Date will have, complied in all material respects
with all Laws, regulations, ordinances, requirements of any Governmental Entity,
and orders relating to public health, safety or the environment
(“Environmental Laws“) (including all laws, regulations, ordinances and
orders relating to releases, discharges, emissions or disposals to air, water,
land or groundwater, to the withdrawal or use of groundwater, to the use,
handling or disposal of polychlorinated biphenyls, asbestos, mold or urea
formaldehyde, to the treatment, storage, disposal or management of, or to
exposure to, any substance regulated pursuant to any Environmental Law,
including any hazardous substances, pollutants, contaminants, toxic, hazardous
or other controlled, prohibited or regulated substances (“Hazardous
Substances“)). In addition, and irrespective of such compliance, neither the
Company nor any of its Subsidiaries is subject to any liability for any exposure
to any Hazardous Substance or any contamination, environmental remediation or
clean-up obligations pursuant to any Environmental Law including any liability
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (“CERCLA“), or the Resource Conservation and Recovery Act of
1976, in each case which liability, individually or in the aggregate, would
reasonably be expected to have a material impact on the consummation of the
transactions contemplated by this Agreement. There are no legal, administrative,
arbitral or other proceedings, claims, actions or notices of any nature seeking
to impose, or that would reasonably be expected to result in the imposition of,
on the Company or any of its Subsidiaries, any liability or obligation of the
Company or any of its Subsidiaries with respect to any Environmental Law. There
is no private or governmental, environmental health or safety investigation or
remediation activity of any nature arising under any Environmental Law pending
or, to the Knowledge of the Company, threatened against the Company or any of
its Subsidiaries or any property in which the Company or any of its Subsidiaries
has taken a security interest, to the Knowledge of the Company there is no
reasonable basis for, or circumstances that would reasonably be expected to give
rise to, any such proceeding, claim, action, investigation or remediation; and
neither the Company nor any of its Subsidiaries is subject to any agreement,
letter or memorandum or Order by or with any Governmental Entity or any
indemnity or other Contract with any third party that would reasonably be
expected to impose any such environmental obligation or liability. No property
currently or formerly owned or operated by the Company or any of its
Subsidiaries was contaminated with any Hazardous Substance during or prior to
such period of ownership or operation in a manner that would result in any
liability that could reasonably be expected to have, individually or in the
aggregate, a material impact on the Company or any of its Subsidiaries, taken as
a whole, or a material impact on the consummation of the transactions
contemplated by this Agreement. The Company has made available to Purchaser
copies of all material environmental reports, studies, assessments, sampling
data and other material environmental documents in its possession as of the date
hereof relating to the Company, its Subsidiaries or their current or former
properties and properties in which the Company or any of

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its Subsidiaries has taken a security interest having a book value in excess
of $1,000,000. Each of the Company and each of its Subsidiaries complies with
all FDIC guidelines concerning environmental due diligence and risk management
in lending, loan administration, workout and foreclosure activities including
FDIC Bulletin FIL-14-93, and update FIL-98-2006.

(v) Loan Portfolio.

(i) Except as set forth in Section 3.02(v) of the Company Disclosure
Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries
is a party to any written or oral (1) loan, loan agreement, note or borrowing
arrangement (including leases, credit enhancements, commitments, guarantees and
interest-bearing assets) (collectively, “Loans“), other than any Loan the
unpaid principal balance of which does not exceed $250,000, under the terms of
which the obligor was, as of January 31, 2012, over ninety (90) days delinquent
in payment of principal or interest or, to the Knowledge of the Company, in
default of any other material provision or (2) Loan in excess of $50,000 with
any director, executive officer or five percent or greater stockholder of the
Company or any of its Subsidiaries, or to the Knowledge of the Company, any
person, corporation or enterprise controlling, controlled by or under common
control with any of the foregoing. Section 3.02(v) of the Company Disclosure
Schedule sets forth (A) all of the Loans in original principal amount in excess
of $250,000 of the Company or any of its Subsidiaries that as of January 31,
2012 were classified by the Company as “Other Loans Specially Mentioned,”
“Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,”
“Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of
similar import, together with the principal amount of and accrued and unpaid
interest on each such Loan as of January 31, 2012 and the identity of the
borrower thereunder (and since December 31, 2009 there have been no such
classifications by any Governmental Entity that are not so classified by the
Company), (B) by category of Loan (i.e., commercial, consumer, etc.), all the
other Loans of the Company or any of its Subsidiaries that as of January 31,
2012 were classified as such, together with the aggregate principal amount of
and aggregate accrued and unpaid interest on such Loans by category as of
January 31, 2012, and (C) each asset of the Company that as of January 31, 2012
was classified as “Other Real Estate Owned” and the book value thereof.

(ii) Each Loan of the Company or any of its Subsidiaries in original
principal amount in excess of $100,000 (1) is evidenced by notes, Contracts or
other evidences of indebtedness that are true, genuine and what they purport to
be, (2) to the extent secured, has been secured by valid Encumbrances which have
been perfected and (3) to the Knowledge of the Company, is the legal, valid and
binding obligation of the obligor named therein, enforceable in accordance with
its terms, subject to the Bankruptcy and Equity Exception.

(iii) Each outstanding Loan (including Loans held for resale to investors)
has been solicited and originated and is administered and serviced (to the
extent administered and serviced by the Company or any of its Subsidiaries), and
the relevant Loan files are being maintained in all material respects in
accordance with the relevant loan documents, the underwriting standards of the
Company and its Subsidiaries (as applicable) (and, in the case of Loans held for
resale to investors, the underwriting standards, if any, of the applicable
investors) and with all applicable requirements of federal, state and local
Laws, regulations and rules.

– 26 –

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(iv) Except as set forth in Section 3.02(v)(iv) of the Company Disclosure
Schedule, none of the Contracts pursuant to which the Company or any of its
Subsidiaries has sold Loans or pools of Loans or participations in Loans or
pools of Loans contains any obligation to repurchase such Loans or interests
therein, or entitle the buyer of such Loans or pools of Loans or participations
in Loans or pools of Loans or any other Person to pursue any other form of
recourse against the Company or its Subsidiaries. Since December 31, 2009, there
has not been any claim made by any such buyer or other Person for repurchase or
other similar form of recourse against the Company or any of its Subsidiaries.

(v) Each of the Company and each of its Subsidiaries, as applicable, is
approved by and is in good standing: (1) as a supervised mortgagee by the
Department of Housing and Urban Development to originate and service Title I FHA
mortgage loans; (2) as a GNMA I and II Issuer by the Government National
Mortgage Association; (3) by the Department of Veteran153s Affairs (“VA“)
to originate and service VA loans; and (4) as a seller/servicer by the Federal
National Mortgage Association and the Federal Home Loan Mortgage Corporation to
originate and service conventional residential mortgage Loans (each such entity
being referred to herein as an “Agency” and, collectively, the
“Agencies“).

(vi) Except as set forth in Section 3.02(v)(vi) of the Company Disclosure
Schedule, neither the Company nor any of its Subsidiaries is now nor has it ever
been since December 31, 2010 subject to any fine, suspension, settlement or
other Contract or other administrative agreement or sanction by, or any
reduction in any loan purchase commitment from, any Governmental Entity or
Agency relating to the origination, sale or servicing of mortgage or consumer
Loans. Neither the Company nor any of its Subsidiaries has received any notice,
nor does it have any reason to believe as of the date of this Agreement, that
any Agency proposes to limit or terminate the underwriting authority of the
Company or any of its Subsidiaries or to increase the guarantee fees payable to
any such Governmental Entity or Agency.

(vii) Each of the Company and each of its Subsidiaries is in compliance in
all material respects with all applicable federal, state and local Laws, rules
and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal
Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures
Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act and all Agency and other investor and mortgage insurance company
requirements, relating to the origination, sale and servicing of mortgage and
consumer Loans.

(viii) To the Knowledge of the Company, each Loan included in a pool of Loans
originated, acquired or serviced by the Company or any of its Subsidiaries (a
“Pool“) meets all eligibility requirements (including all applicable
requirements for obtaining mortgage insurance certificates and loan guaranty
certificates) for inclusion in such Pool. All such Pools have been finally
certified or, if required, recertified in

– 27 –

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accordance with all applicable laws, rules and regulations, except where the
time for certification or recertification has not yet expired. To the Knowledge
of the Company, no Pools have been improperly certified, and no Loan has been
bought out of a Pool without all required approvals of the applicable investors.

(w) Mortgage Banking Business.

(i) Since December 31, 2008, each of the Company and each of its Subsidiaries
has complied with, and all documentation in connection with the origination,
processing, underwriting and credit approval of any mortgage loan originated by
the Company or any of its Subsidiaries satisfied, in all material respects: (1)
all applicable Laws with respect to the origination, insuring, purchase, sale,
pooling, servicing, subservicing, loan modification, loss mitigation or filing
of claims in connection with such mortgage loans, including, to the extent
applicable, all Laws relating to real estate settlement procedures, consumer
credit protection, truth in lending Laws, usury limitations, fair housing,
transfers of servicing, collection practices, equal credit opportunity and
adjustable rate mortgages, in each case applicable as of the time of such
origination, processing, underwriting or credit approval; (2) the
responsibilities and obligations relating to such mortgage loans set forth in
any Contract between the Company or any of its Subsidiaries and any Agency, loan
investor or insurer; (3) the applicable rules, regulations, guidelines,
handbooks and other requirements of any Agency, loan investor or insurer, in
each case applicable as of the time of such origination, processing,
underwriting or credit approval; and (4) the terms and provisions of any
mortgage or other collateral documents and other loan documents with respect to
each such mortgage loan, in each case applicable as of the time of such
origination, processing, underwriting or credit approval.

(ii) Each of the Company and each of its Subsidiaries, as applicable, is
approved by and is in good standing as a seller/servicer by the Federal National
Mortgage Association to originate and service conventional residential mortgage
loans.

(iii) Since December 31, 2008, no Agency, loan investor or insurer has
indicated in writing to the Company or any of its Subsidiaries that it has
terminated or intends to terminate its relationship with the Company or any of
its Subsidiaries for poor performance, poor loan quality or concern with respect
to the Company153s or any of its Subsidiaries153 compliance with laws.

(iv) Since December 31, 2008, the Company and its Subsidiaries have not
engaged in, and, to the Knowledge of the Company, no third-party vendors
(including outside law firms and other third-party foreclosure services
providers, collectively, the “Mortgage Vendors“) used by the Company or
by any of its Subsidiaries has engaged in, directly or indirectly, (1) any
foreclosures in violation of any applicable Law, including but not limited to
the Servicemembers Civil Relief Act, or in breach of any binding Contract or (2)
the conduct referred to as “robo-signing” or any other similar conduct of
approving or notarizing documents relating to mortgage loans that do not comply
with any applicable Law.

– 28 –

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(v) Each of the Company and each of its Subsidiaries, and, to the Knowledge
of the Company, the Mortgage Vendors, is and has been in compliance in all
respects with the standards of conduct set forth in the several Consent Orders,
dated April 13, 2011, issued by the OCC in connection with its interagency
horizontal review of major residential mortgage services as set forth in Section
3.02(w)(v) of the Company Disclosure Schedule.

(x) Insurance. Each of the Company and each of its Subsidiaries
maintains, and has maintained for the two (2) years prior to the date of this
Agreement, insurance underwritten by insurers of recognized financial
responsibility, of the types and in the amounts that the Company and its
Subsidiaries reasonably believe are adequate for their respective businesses,
including insurance covering all real and personal property owned or leased by
the Company or any of its Subsidiaries against theft, damage, destruction, acts
of vandalism and all other risks customarily insured against, with such
deductibles as are customary for companies in the same or similar business.
True, correct and complete copies of all policies and binders of insurance
currently maintained in respect of the assets, properties, business, operations,
employees, officers or directors of the Company and its Subsidiaries, excluding
such policies pursuant to which the Company, any of its Subsidiaries or an
Affiliate of any of them acts as the insurer and which are identified with
respective expiration dates on Section 3.02(x) of the Company Disclosure
Schedule (collectively, the “Company Insurance Policies“), and all
written correspondence relating to any material claims made since December 31,
2009 under the Company Insurance Policies, have been previously made available
to Purchaser. All of the Company Insurance Policies are in full force and
effect, the premiums due and payable thereon have been or will be timely paid
through the Closing Date, and there is no breach or default (and no condition
exists or event has occurred which, with the giving of notice or lapse of time
or both, would constitute such a breach or default) by the Company or any of its
Subsidiaries under any of the Company Insurance Policies or, to the Knowledge of
the Company, by any other party to the Company Insurance Policies, except for
any such breach or default that would not reasonably be expected to have,
individually or in the aggregate, a material impact on the Company and its
Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries
has received any written notice of cancellation or non-renewal of any Company
Insurance Policy nor, to the Knowledge of the Company, is the termination of any
such policies threatened.

(y) Intellectual Property. The Company and its Subsidiaries own or
otherwise have the right to use all (i) United States and foreign patents,
patent applications and statutory invention registrations, including reissues,
divisions, continuations, continuations-in-part, extensions and reexaminations
thereof; (ii) copyrightable works, the copyrights therein and thereto (including
copyrights in software and databases), and all applications therefor, and all
renewals, extensions, restorations and reversions thereof; (iii) know-how, trade
secrets, inventions, discoveries and other unpatented or unpatentable
proprietary or confidential information, including systems, methods or
procedures (collectively, “Trade Secrets“); and (iv) trademarks, service
marks, trade names, trade dress, logos, corporate names, domain names and
symbols, slogans and other indicia of source or origin, including the goodwill
of the business symbolized thereby or associated therewith (collectively,
“Proprietary Rights“) used in or necessary for the conduct of the
business of the Company and its Subsidiaries as now conducted or as would
reasonably be expected to be conducted in the future consistent with general
banking

– 29 –

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business in the United States. Section 3.02(y) of the Company Disclosure
Schedule sets forth a true and complete list of all registered and applied-for
Proprietary Rights that are owned or purported to be owned by the Company or any
of its Subsidiaries as of the date hereof (together with all other Proprietary
Rights owned by or purported to be owned by the Company or any of its
Subsidiaries, the “Company Proprietary Rights“). One of the Company or
one of its Subsidiaries exclusively owns each of the Company Proprietary Rights,
free and clear of all Encumbrances. The Company Proprietary Rights are valid,
subsisting and enforceable. Neither the Company nor any of its Subsidiaries is
infringing, misappropriating or otherwise violating the rights of any Person in
any Proprietary Rights, nor has the Company or any of its Subsidiaries since
December 31, 2005 infringed, misappropriated or otherwise violated the rights of
any Person in any Proprietary Rights other than in a de minimis
respect and, to the Knowledge of the Company, no Person is infringing,
misappropriating or violating, nor has any Person infringed, misappropriated or
violated since December 31, 2005 any of the Company Proprietary Rights. Except
as Previously Disclosed, since December 31, 2005, no charges, claims,
proceedings or litigation have been asserted or, to the Knowledge of the
Company, threatened against the Company or any of its Subsidiaries contesting
the ownership, enforceability, or validity of any of the Company Proprietary
Rights or challenging or questioning the right of the Company and its
Subsidiaries to use the Proprietary Rights of any Person, and, to the Knowledge
of the Company, no valid basis exists for the assertion of any such charge,
claim, proceeding or litigation. All licenses and other Contracts to which the
Company or any of its Subsidiaries is a party relating to Proprietary Rights are
in full force and effect and constitute valid, binding and enforceable
obligations of the Company or such Subsidiary, subject to the Bankruptcy and
Equity Exception, as the case may be, and there have not been and there
currently are not any defaults (or any event which, with notice or lapse of
time, or both, would constitute a default) by the Company or any of its
Subsidiaries under any license or other Contract affecting Proprietary Rights
used in or necessary for the conduct of the business of the Company or any of
its Subsidiaries as now conducted or as would reasonably be expected to be
conducted in the future consistent with general banking business in the United
States. The validity, continuation and effectiveness of all licenses and other
Contracts relating to the Proprietary Rights used in or necessary for the
conduct of the business of the Company and its Subsidiaries as now conducted or
as would reasonably be expected to be conducted in the future consistent with
general banking business in the United States, the current terms thereof, and
the rights of the Company or any of its Subsidiaries in and to the Company
Proprietary Rights will not be adversely affected by the consummation of the
transactions contemplated by this Agreement. The Company and its Subsidiaries
have taken commercially reasonable measures to protect the Proprietary Rights
used in their businesses, including the confidentiality and value of all Trade
Secrets that are owned, used or held by the Company and its Subsidiaries,
including by maintaining policies that require employees, licensees, consultants
or other third parties with access to such Trade Secrets to keep such Trade
Secrets confidential (“Confidentiality Policies“). To the Knowledge of
the Company, such Confidentiality Policies have not been violated by any
employees, licensees, consultants or other third parties who have been granted
access to such Trade Secrets. The computers, computer software, firmware,
middleware, servers, workstations, routers, hubs, switches, network equipment,
data communication lines and all other computerized or information technology
equipment (collectively, the “IT Assets“) of the Company and its
Subsidiaries operate and perform in all material respects in accordance with
their documentation and functional specifications and

– 30 –

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otherwise as required by the Company and its Subsidiaries in connection with
their business, and have not materially malfunctioned or failed within the past
three (3) years. To the Knowledge of the Company, since December 31, 2008, no
Person has gained unauthorized access to the IT Assets. The Company and its
Subsidiaries have implemented and have verifiable functionality of reasonable
identity management, backup, archive, security and disaster recovery technology
and processes consistent with industry practices. The Company and its
Subsidiaries have taken commercially reasonable measures, directly or
indirectly, to ensure the confidentiality, privacy and security of confidential
employee, customer financial and other information, and are compliant with all
applicable Law with respect to data protection and privacy.

(z) Anti-takeover Provisions Not Applicable. The Company has taken all
action required to be taken by it in order to exempt this Agreement and the
transactions contemplated hereby from, and this Agreement and the transactions
contemplated hereby are exempt from, any anti-takeover or similar provisions of
the certificate of incorporation of the Company and its bylaws and the
requirements of any “moratorium,” “control share,” “fair price,” “affiliate
transaction,” “business combination” or other antitakeover Laws and regulations
of any jurisdiction (collectively, “Takeover Laws“), including Section
203 of the DGCL. The Company has taken all action required to be taken by it in
order to make this Agreement, the Merger and the other transactions contemplated
hereby and thereby comply with, and this Agreement, the Merger and the other
transactions contemplated hereby do comply with, the requirements of any
provisions of its certificate of incorporation or bylaws concerning “business
combination,” “fair price,” “voting requirement,” “constituency requirement” or
other related provisions. The Company is not subject to Section 203 of the DGCL.

(aa) Knowledge as to Conditions. As of the date of this Agreement,
neither the Company nor any of its Subsidiaries knows of any reason relating to
the Company or its Subsidiaries why any Requisite Regulatory Consent and, to the
extent necessary, any other approvals, authorizations, filings, registrations
and notices required for the consummation of the Merger, the Bank Merger and the
transactions contemplated by this Agreement will not be obtained or that any
Requisite Regulatory Consent will not be granted reasonably promptly and without
the imposition of a Burdensome Condition, provided, however,
that the Company does not make any representation or warranty with respect to
the management, capital, ownership structure, regulatory status or any other
aspect of Purchaser or any of its Affiliates.

(bb) Brokers and Finders. Except that the Company has employed Sandler
O153Neill + Partners, L.P. as its financial advisor, none of the Company, any of
its Subsidiaries or any of their respective officers, directors, employees or
agents has employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder153s fees, and no
broker or finder has acted directly or indirectly for the Company or any of its
Subsidiaries, in connection with this Agreement or the transactions contemplated
hereby.

(cc) Related Party Transactions.

(i) Except as set forth in Section 3.02(cc) of the Company Disclosure
Schedule or as part of the normal and customary terms of an individual153s
employment or service as a director, neither the Company nor any of its
Subsidiaries is party to any extension of credit (as debtor, creditor, guarantor
or otherwise), Contract for goods or

– 31 –

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services, lease or other Contract with any (A) Affiliate, (B) insider or
related interest of an insider, (C) stockholder owning five percent (5%) or more
of the outstanding Common Stock or related interest of such a stockholder or (D)
employee who is not an executive officer (other than credit and consumer banking
transactions in the ordinary course of business) (each, a “Related Party
Contract“). For purposes of the preceding sentence, the terms “insider,”
“related interest,” and “executive officer” shall have the meanings assigned in
the Federal Reserve153s Regulation O.

(ii) Each of the Company, Bank and each of the Company153s other Subsidiaries
is in compliance with, and has since December 31, 2006, complied with, Sections
23A and 23B of the Federal Reserve Act, its implementing regulations, and the
Federal Reserve153s Regulation O.

(dd) Customer Relationships.

(i) Each trust or wealth management customer of the Company or any of its
Subsidiaries has been in all material respects originated and serviced (1) in
conformity with the applicable policies of the Company and its Subsidiaries, (2)
in accordance with the terms of any applicable Contract governing the
relationship with such customer, (3) in accordance with any instructions
received from such customers and their authorized representatives and authorized
signers, (4) consistent with each customer153s risk profile; and (5) in compliance
with all applicable Laws and the Company153s and its Subsidiaries153 constituent
documents, including any policies and procedures adopted thereunder. Each
Contract governing a relationship with a trust or wealth management customer of
the Company or any of its Subsidiaries has been duly and validly executed and
delivered by the Company and each Subsidiary and, to the Knowledge of the
Company, the other contracting parties, each such Contract constitutes a valid
and binding obligation of the parties thereto, except as such enforceability may
be limited by the Bankruptcy and Equity Exception, and the Company and its
Subsidiaries and the other parties thereto have duly performed in all material
respects their obligations thereunder and the Company and its Subsidiaries and,
to the Knowledge of the Company, such other person is in compliance with each of
the terms thereof.

(ii) Neither the Company nor any of its Subsidiaries is a registered
broker-dealer under the Exchange Act or is required to be so registered.

(iii) No Contract governing a relationship with a trust or wealth management
customer of the Company or any of its Subsidiaries provides for any material
reduction of fees charged (or in other compensation payable to the Company or
any of its Subsidiaries thereunder) by reason of this Agreement.

(iv) (1) None of the Company, any of its Subsidiaries or any of their
respective directors, officers or employees is the beneficial owner of any
interest in any of the accounts maintained on behalf of any trust or wealth
management customer of the Company or any of its Subsidiaries and (2) none of
the directors, officers and employees of the Company or any of its Subsidiaries
is a party to any Contract pursuant to which it is obligated to provide service
to, or receive compensation or benefits from, any of the trust or wealth
management customers of the Company or any of its Subsidiaries after the Closing
Date.

– 32 –

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(v) Each account opening document, margin account agreement, investment
advisory agreement and customer disclosure statement with respect to any trust
or wealth management customer of the Company or any of its Subsidiaries conforms
in all material respects to the forms provided to Purchaser prior to the Closing
Date.

(vi) All other books and records primarily related to the trust and wealth
management businesses of each of the Company and each of its Subsidiaries
include documented risk profiles signed by each such customer.

(ee) Investment Adviser Subsidiaries; Clients. Each of the Company153s
Subsidiaries that provides investment management, investment advisory or
sub-advisory services (including management and advice provided to separate
accounts and participation in wrap fee programs) (an “Advisory Entity“)
(1) has operated since December 31, 2005 and is currently operating in
compliance with all Laws applicable to it or its business and (2) has all
registrations, permits, licenses, exemptions, orders and approvals required for
the operation of its business or ownership of its properties and assets
substantially as currently conducted. There is no action, suit or proceeding
pending or, to the Knowledge of the Company, threatened, and there is no
investigation pending or, to the Knowledge of the Company, threatened, that
would reasonably be expected to lead to the revocation, amendment, failure to
renew, limitation, suspension or restriction of any such registrations, permits,
licenses, exemptions, orders and approvals.

(i) Each Advisory Entity has been since December 31, 2005 and is in all
material respects in compliance with each Contract for services provided in its
capacity as an Advisory Entity (an “Advisory Contract“) to which it is a
party.

(ii) Each of the Advisory Entity accounts subject to ERISA of (1) the party
to an Advisory Contract other than the applicable Advisory Entity or (2) any
other advisory client of an Advisory Entity for purposes of the Investment
Advisers Act of 1940 (the “Investment Advisers Act“) (each of (1) and
(2), an “Advisory Client“) has been managed by the applicable Advisory
Entity in all material respects in compliance with the applicable requirements
of ERISA.

(iii) None of the Advisory Entities nor any “person associated with an
investment adviser” (as defined in the Investment Advisers Act) of any of them
is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as
an investment adviser or as a person associated with a registered investment
adviser. There is no proceeding pending or, to the Knowledge of the Company,
threatened that would reasonably be expected to result in any such
ineligibility.

(iv) The Company has made available to Purchaser true and complete copies of
each Uniform Application for Investment Adviser Registration on Form ADV filed
since December 31, 2005 by each Advisory Entity, reflecting all amendments
thereto filed with the SEC to the date hereof (each, a “Form ADV“). The
Forms ADV are in compliance in all material respects with the applicable
requirements of the

– 33 –

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Investment Advisers Act and do 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 at the time such statements were made. Since December
31, 2005, each Advisory Entity has made available to each Advisory Client its
Form ADV to the extent required by the Investment Advisers Act.

(v) Customer complaints that have been made since December 31, 2005 against
any Advisory Entity, or any of its registered representatives, are set forth in
Section 3.02(ee)(v) of the Company Disclosure Schedule and copies of each such
complaint have been furnished or made available to Purchaser. Customer
complaints that are pending as of the date of this Agreement are appropriately
noted in Section 3.02(ee)(v) of the Company Disclosure Schedule. The balance
sheet of the Company included in the Financial Statements contains adequate
accruals to the extent required by GAAP for the costs (including costs of
settlement, judgments and attorneys153 fees and expenses) to be incurred by the
Company in connection with all such customer complaints pending as of such date.
Subject to applicable Laws, the Company shall reasonably promptly notify
Purchaser of any customer complaints against any Advisory Entity or any of its
registered representatives received following the date of this Agreement and
provide copies of each such complaint and all correspondence related thereto to
Purchaser.

(vi) The Company has made available to Purchaser true and complete copies of
all deficiency letters and inspection reports or similar documents furnished to
any Advisory Entity by the SEC since December 31, 2005 and such Advisory
Entity153s responses thereto, if any.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER
SUB

Section 4.01 Representations and Warranties of Purchaser and Merger
Sub. Purchaser and Merger Sub hereby represent and warrant to the Company,
that, except as Previously Disclosed:

(a) Organization, Good Standing and Qualification. Each of Purchaser
and Merger Sub is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, is duly qualified to do
business and is in good standing in all jurisdictions where its ownership or
leasing of property or the conduct of its business requires it to be so
qualified, and each of Purchaser and Merger Sub has the power and authority and
governmental authorizations to own its properties and assets and to carry on its
business in all material respects as it is now being conducted.

(b) Authorization.

(i) No vote of holders of capital stock of Purchaser is necessary to approve
this Agreement and the Merger and the other transactions contemplated hereby,

– 34 –

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including under any applicable Law or the requirements of any SRO or stock
exchange. Each of Purchaser and Merger Sub has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement, and to consummate the
Merger and the other transactions contemplated hereby except for the approval of
this Agreement by Purchaser as the sole stockholder of Merger Sub (which
approval of Purchaser shall occur, and shall be effective, no later than 11:59
p.m. (Pacific Time) on the date hereof). This Agreement has been duly executed
and delivered by each of Purchaser and Merger Sub and, assuming due
authorization, execution and delivery by the Company, is a valid and binding
agreement of Purchaser and Merger Sub, enforceable against each of Purchaser and
Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity
Exception. No other corporate proceedings, other than the approval by Purchaser
as the sole stockholder of Merger Sub, are necessary for the execution and
delivery by each of Purchaser and Merger Sub of this Agreement, the performance
by them of their respective obligations hereunder or the consummation by them of
the transactions contemplated hereby.

(ii) Neither the execution, delivery and performance by Purchaser and Merger
Sub of this Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance by Purchaser and Merger Sub with any of the provisions
hereof, will (1) violate, conflict with, or result in a breach of any provision
of, or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration of, or result in the creation of any Encumbrance upon any of the
properties or assets of Purchaser or any of its Subsidiaries under any of the
terms, conditions or provisions of (x) the certificate of incorporation and
bylaws (or similar governing documents) of Purchaser or any of its Subsidiaries
or (y) any material Contract to which Purchaser or any of its Subsidiaries is a
party or by which it may be bound, or to which Purchaser or any of its
Subsidiaries or any of the properties or assets of Purchaser or any of its
Subsidiaries may be subject, or (2) subject to compliance with the statutes and
regulations referred to in Section 4.01(b)(iii), violate any Law or Order
applicable to Purchaser or any of its Subsidiaries or any of their respective
properties or assets, except in the case of clauses (1)(y) and (2) as would not
reasonably be expected to have, individually or in the aggregate, a Purchaser
Material Adverse Effect.

(iii) Other than (w) as may be required by the securities or “blue sky” laws
of the various states, (x) an approval application to and a notification filing
with the Japan Financial Services Agency (the “JFSA“) by Purchaser and
its Affiliates and of JFSA approval (the “JFSA Approval“), (y) the filing
of the Delaware Certificate of Merger or (z) the Regulatory Consents, no notice
to, registration, declaration or filing with, exemption or review by, or
authorization, order, consent or approval of, any Governmental Entity, or
expiration or termination of any statutory waiting period, is necessary in
connection with Purchaser153s and Merger Sub153s execution, delivery or performance
of this Agreement, and the consummation of the Merger, the Bank Merger and the
other transactions contemplated hereby. A list of all Regulatory Consents that,
to the knowledge of Purchaser, are required by Purchaser, Merger Sub or any of
their Affiliates as of the date hereof is disclosed in Section 4.01(b)(iii) of
the Purchaser Disclosure Schedule.

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(c) Brokers and Finders. Except that Purchaser has employed Morgan
Stanley & Co., LLC as its financial advisor, none of Purchaser, its
Affiliates or any of their respective officers, directors, employees or agents
has employed any broker or finder or incurred any liability for any financial
advisory fees, brokerage fees, commissions or finder153s fees, and no broker or
finder has acted directly or indirectly for Purchaser, in connection with this
Agreement or the transactions contemplated hereby.

(d) Knowledge as to Conditions. As of the date of this Agreement,
Purchaser knows of no reason relating to Purchaser or its Subsidiaries why any
Requisite Regulatory Consent or the JFSA Approval or and, to the extent
necessary, any other approvals, authorizations, filings, registrations and
notices required for the consummation of the Merger, the Bank Merger and the
transactions contemplated by this Agreement will not be obtained or that any
Requisite Regulatory Consent or the JFSA Approval will not be granted reasonably
promptly and without the imposition of a Burdensome Condition;
provided, however, that Purchaser does not make any
representation or warranty with respect to the management, capital, ownership
structure, regulatory status or any other aspect of the Company or any of its
Subsidiaries or Affiliates.

(e) Available Funds. As of the Closing, Purchaser will have
immediately available to it all funds necessary for the payment to the Paying
Agent of the Exchange Fund and to satisfy all of the other obligations of
Purchaser and Merger Sub under this Agreement.

(f) Compliance with Laws. The business of Purchaser153s ultimate parent
company and each of such parent company153s Subsidiaries, including Purchaser and
Merger Sub, has not been since December 31, 2009, and is not being, conducted in
violation of any applicable Law, except for violations that, individually or in
the aggregate, would not reasonably be expected to have a Purchaser Material
Adverse Effect. Except as would not, individually or in the aggregate,
reasonably be expected to have a Purchaser Material Adverse Effect, (i) such
parent company and each of its Subsidiaries, including Purchaser and Merger Sub,
has all permits, licenses, franchises, authorizations, orders and approvals of,
and have made all filings, applications and registrations with, Governmental
Entities and SROs that are required in order to permit them to own or lease
their properties and assets and to carry on their business as presently
conducted, (ii) each of such parent company and each of its Subsidiaries,
including Purchaser and Merger Sub, has since December 31, 2009 complied in all
respects with and is not in default or violation in any respect of, and none of
them is, to the knowledge of Purchaser, under investigation with respect to, or,
to the knowledge of Purchaser, has been threatened to be charged with or given
notice of, any violation of, any applicable Law or Order of any Governmental
Entity or SRO and (iii) other than statutory or regulatory restrictions of
general application, no Governmental Entity or SRO has placed any restriction on
the business or properties of such parent company or any of its Subsidiaries,
including Purchaser and Merger Sub, that remains in effect as of the date
hereof.

(g) Agreements with Regulatory Agencies. Except as set forth in
Section 4.01(g) of the Purchaser Disclosure Schedule, as of the date hereof,
neither Purchaser153s ultimate

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parent company nor any of such parent company153s Subsidiaries, including
Purchaser and Merger Sub, is subject to any Regulatory Agreement, nor has
Purchaser153s ultimate parent company nor any of such parent company153s
Subsidiaries, including Purchaser and Merger Sub, been advised in writing since
December 31, 2009 by any Governmental Entity or SRO that it is considering
issuing, initiating, ordering, or requesting any such Regulatory Agreement,
except, in each case, as would not, individually or in the aggregate, reasonably
be expected to have a Purchaser Material Adverse Effect. Purchaser153s ultimate
parent company and each of such parent company153s Subsidiaries, including
Purchaser and Merger Sub, are in compliance in all material respects with each
Regulatory Agreement to which each is a party or subject, and since December 31,
2010 neither Purchaser153s ultimate parent company nor any of such parent
company153s Subsidiaries, including Purchaser and Merger Sub, has received any
written notice from any Governmental Entity or SRO indicating that either
Purchaser153s ultimate parent company or any of such parent company153s
Subsidiaries, including Purchaser and Merger Sub, is not in compliance in all
material respects with any such Regulatory Agreement, except, in each case, as
would not, individually or in the aggregate, reasonably be expected to have a
Purchaser Material Adverse Effect.

(h) No Prior Activities. Except in connection with its incorporation
or organization or the negotiation and consummation of this Agreement and the
transactions contemplated hereby, Merger Sub has not incurred any obligations or
liabilities, and has not engaged in any business or activities of any type or
kind whatsoever or entered into any agreements or arrangements with any Person.

(i) Litigation. There are no pending or, to the knowledge of
Purchaser, threatened, legal, administrative, arbitral or other proceedings,
claims, actions, or, to the knowledge of Purchaser, pending or threatened
governmental or regulatory investigations of any nature (1) against Purchaser153s
ultimate parent company or any of such parent company153s Subsidiaries, including
Purchaser and Merger Sub, (excluding those of the type contemplated by the
following clause (2)) except as would not, individually or in the aggregate,
reasonably be expected to have a Purchaser Material Adverse Effect, or (2)
challenging the validity or propriety of the transactions contemplated by this
Agreement. There is no material injunction, order, judgment, decree or
regulatory restriction imposed upon such parent company or any of its
Subsidiaries, including Purchaser and Merger Sub, or any of their respective
assets, except as would not, individually or in the aggregate, reasonably be
expected to have a Purchaser Material Adverse Effect.

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 5.01 Conduct of Businesses Prior to the Effective
Time. Except as Previously Disclosed, as expressly permitted by this
Agreement, as required by applicable Law, or with the prior written consent of
Purchaser, during the period from the date of this Agreement to the Effective
Time, the Company shall, and shall cause each of its Subsidiaries to, (a)
conduct its business in the ordinary course of business, consistent with past
practice, (b) use reasonable best efforts to maintain and preserve its business
organizations intact and maintain existing relations and goodwill with
Governmental Entities, customers, suppliers, distributors, creditors,

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lessors, landlord, Employees and business associates, to keep available the
services of its and its Subsidiaries153 Employees and to maintain its branch
network and (c) not take any action that would reasonably be expected to
materially delay or delay beyond the Outside Date the obtainment by any of the
Company, Purchaser or Merger Sub of any necessary approvals of any Governmental
Entity or SRO required for the transactions contemplated hereby or to perform
its covenants and agreements under this Agreement or to consummate the
transactions contemplated hereby. Except as required by applicable Law or with
the prior written consent of the Company, during the period from the date of
this Agreement to the Effective Time, Purchaser and Merger Sub shall not, and
shall not permit any of their Affiliates to, take any action that would
reasonably be expected to materially delay or delay beyond the Outside Date the
obtainment by any of the Company, Purchaser or Merger Sub of any necessary
approvals of any Governmental Entity or SRO required for the transactions
contemplated hereby.

Section 5.02 Company Forbearances. During the period from the
date of this Agreement to the Effective Time, except as Previously Disclosed, as
expressly permitted by this Agreement or as required by applicable Law, the
Company shall not, and shall not permit any of its Subsidiaries to, without the
prior written consent of Purchaser (which consent shall not, in the case of
subsections (c), (d), (i), (j)(ii), (k), (n), (o)(ii), (p), (q), (s) and (u) (in
the case of subsection (u), to the extent in respect of one of the other
subsections listed in this parenthetical), be unreasonably withheld, delayed or
conditioned):

(a) Other than pursuant to the Treasury Warrants or in connection with the
exercise or settlement of Company Options, Company Restricted Shares or Company
Stock Award, in each case that are outstanding as of the date of this Agreement,
(i) issue, sell or otherwise permit to become outstanding, or dispose of or
encumber or pledge, or authorize or propose the creation of, any additional
shares of its stock or (ii) authorize or cause any additional shares of its
stock to become subject to new grants.

(b) (i) Make, declare, pay or set aside for payment any dividend on or in
respect of, or declare or make any distribution on any shares of its stock
(other than dividends from its wholly owned Subsidiaries to it or another of its
wholly owned Subsidiaries and dividends in respect of the outstanding trust
preferred securities of the Company as of the date hereof) or (ii) directly or
indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise
acquire, any shares of its stock (other than repurchases in the ordinary course
of business to satisfy obligations under Benefit Plans).

(c) Amend the terms of, waive any material rights under, fail to use
reasonable best efforts to enforce, terminate, knowingly violate the terms of or
enter into any Material Contracts.

(d) Sell, transfer, mortgage, encumber, license, let lapse, cancel, abandon
or otherwise dispose of or discontinue any of its assets, deposits, business or
properties, except for sales, transfers, mortgages, encumbrances, licenses,
lapses, cancellations, abandonments or other dispositions or discontinuances in
the ordinary course of business.

(e) Acquire (other than by way of foreclosures or acquisitions of control in
a fiduciary or similar capacity or in satisfaction of debts previously
contracted in good faith, in each case in the ordinary course of business
consistent with past practice) all or any portion of the assets, business,
deposits or properties of any other entity for a purchase price in excess of
$250,000.

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(f) Amend the certificate of incorporation or bylaws of the Company, or
similar governing documents of any of its Subsidiaries.

(g) Implement or adopt any change in its financial or regulatory accounting
principles, practices or methods, other than as required by GAAP or applicable
regulatory accounting requirements.

(h) Except as required by the terms of any Benefit Plan existing as of the
date hereof (i) increase in any manner the compensation or benefits of any of
the current or former directors, officers, employees, consultants, independent
contractors or other service providers of the Company or any of its Subsidiaries
(collectively, “Employees“), other than increases to Employees who are
not directors or executive officers of the Company or any of its Subsidiaries
that are in the ordinary course of business consistent with past practice, (ii)
become a party to, establish, amend, commence participation in, terminate or
commit itself to the adoption of any stock option plan or other stock-based
compensation plan, compensation, severance, pension, retirement, profit-sharing,
welfare benefit, or other employee benefit plan or Contract or employment
agreement with or for the benefit of any Employee (or prospective Employees),
(iii) accelerate the vesting of or lapsing of restrictions with respect to any
stock-based compensation or other long-term incentive compensation, other
compensation or benefits under any Benefit Plans, (iv) cause the funding of any
rabbi trust or similar arrangement or take any action to fund or in any other
way secure the payment of compensation or benefits under any Benefit Plan or (v)
change any actuarial assumptions used to calculate funding obligations with
respect to any Benefit Plan that is required by applicable Law to be funded or
change the manner in which contributions to such plans are made or the basis on
which such contributions are determined, except as may be required by GAAP.

(i) Incur or guarantee any indebtedness for borrowed money other than in the
ordinary course of business consistent with past practice and not in excess of
$1,000,000.

(j) (i) Enter into any new line of business or (ii) materially change its
lending, investment, underwriting, risk, compliance and asset/liability
management and other banking and operating policies, except as required by a
Governmental Entity.

(k) Make any material change to (i) its investment securities portfolio,
derivatives portfolio or its interest rate exposure, through purchases, sales or
otherwise, or (ii) the manner in which such portfolio is classified or reported,
except as required by a Governmental Entity.

(l) Settle any action, suit, claim or proceeding against it or any of its
Subsidiaries, except for an action, suit, claim or proceeding that is settled in
an amount and for consideration not in excess of $1,000,000 and that would not
(i) impose any restriction on it or its Subsidiaries or on Purchaser or any of
its Affiliates or (ii) create precedent for claims that is reasonably likely to
be material to it or its Subsidiaries.

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(m) Make application for the opening, relocation or closing of any, or open,
relocate or close any, branch office, loan production office or other
significant office or operations facility other than such applications that have
been submitted and announced as of the date of this Agreement.

(n) Make or change any material Tax election, change or consent to any change
in its or its Subsidiaries153 material method of accounting for Tax purposes,
settle or compromise any material Tax liability, claim or assessment, enter into
any closing agreement, waive or extend any statute of limitations with respect
to a material amount of Taxes, surrender any right to claim a refund for a
material amount of Taxes, or file any material amended Tax Return, in each case
if such action or actions, individually or in the aggregate, would increase the
Tax liability of the Company or any of its Subsidiaries by a material amount.

(o) (i) Merge or consolidate the Company or any of its Subsidiaries with any
other Person, except for any such transactions among wholly owned Subsidiaries
of the Company, or restructure, reorganize or completely or partially liquidate
or (ii) otherwise enter into any Contracts or arrangements imposing material
changes or restrictions on its assets, operations or businesses.

(p) Create or incur any Encumbrance material to the Company and its
Subsidiaries, taken as a whole, not incurred in the ordinary and usual course of
business consistent with past practice.

(q) Acquire any Loans through bulk purchases that are not in the process as
of the date of this Agreement or make any Loans to any Person (other than the
Company or any direct or indirect wholly owned Subsidiary of the Company and
other than renewals and extensions of Loans outstanding as of the date of this
Agreement) in excess of $10,000,000 in the aggregate.

(r) Make any capital contributions to or investments (other than to be held
in a fiduciary or agency capacity to be beneficially owned by third Parties) in
any Person in excess of $100,000 (other than to or in any direct or indirect
wholly owned Subsidiary of the Company).

(s) Except as set forth in the capital budgets set forth in Section 5.02(s)
of the Company Disclosure Schedule and consistent therewith, make or authorize
any capital expenditure in excess of $100,000 per project during any twelve (12)
month period.

(t) Take any action that would reasonably be expected to result in any of the
conditions to the Merger set forth in Article VII not being satisfied.

(u) Agree to take, make any commitment to take, or adopt any resolutions of
the Company Board in support of, any of the actions prohibited by this Section
5.02.

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ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01 Cooperation; Regulatory Matters.

(a) Each of the Parties shall cooperate with each other Party and use its
reasonable best efforts to take or cause to be taken all actions, and do or
cause to be done all things, reasonably necessary, proper or advisable on its
part under this Agreement and applicable Law to consummate the Merger, the Bank
Merger and other transactions contemplated by this Agreement as soon as
practical, including promptly preparing and filing (or causing any required
Affiliate to promptly prepare and file) all necessary documentation (the
“Required Filings“) to effect all applications, notices, petitions and
filings, to obtain as promptly as practicable all permits, consents, approvals
and authorizations (including Regulatory Consents and the JFSA Approval) of all
third parties, SROs and Governmental Entities that are necessary or advisable to
consummate the transactions contemplated by this Agreement (including the Merger
and the Bank Merger), and to comply with the terms and conditions of all such
Regulatory Consents and the JFSA Approval, permits, consents, approvals and
authorizations of all such third parties, SROs or Governmental Entities. Without
limiting the generality of the foregoing, the Parties agree that all Required
Filings with respect to any Requisite Regulatory Consent and the JFSA Approval
shall be completed and filed no later than thirty (30) days after the date of
this Agreement. The Company and Purchaser shall have the right to review in
advance, and, to the extent practicable, each will consult the other on, in each
case subject to applicable Laws, all the information relating to the Company or
Purchaser, as the case may be, or any of their respective Affiliates, that
appear in any Required Filings. In exercising the foregoing rights set forth in
this Section 6.01(a), each of the Parties shall act reasonably and as promptly
as practicable. The Parties shall consult with each other with respect to the
obtaining of all permits, consents, approvals and authorizations of all third
parties, SROs and Governmental Entities necessary or advisable to consummate the
transactions contemplated by this Agreement and each Party will keep the other
apprised on a current basis of the status of matters, and any material
communication to, with or from a Governmental Entity, relating to, or reasonably
likely to affect the timely completion of, the transactions contemplated by this
Agreement.

(b) Each of Purchaser and the Company shall, upon request, furnish to the
other all information concerning itself, its Affiliates, Subsidiaries,
directors, officers and stockholders and such other matters as may be reasonably
necessary or advisable in connection with the Proxy Statement or Information
Statement, as applicable, or any other statement, filing, notice or application
made by or on behalf of Purchaser or any of its Affiliates, or the Company or
any of its Subsidiaries, to any SRO or Governmental Entity in connection with
the Merger, the Bank Merger or any of the other transactions contemplated by
this Agreement.

(c) In furtherance and not in limitation of the foregoing, each of Purchaser
(and Purchaser shall cause its Subsidiaries to) and the Company (and the Company
shall cause its Subsidiaries to) shall use its reasonable best efforts to (i)
avoid the entry of, or to have vacated, lifted, reversed or overturned any
decree, judgment, injunction or other order, whether temporary, preliminary or
permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or
eliminate each and every impediment under any applicable Law so as to enable the

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Closing to occur as soon as possible, including proffering to, or agreeing
to, and effecting, by consent decree, hold separate order, or otherwise, the
sale, divestiture, lease, license, transfer, disposition, encumbering or holding
separate of any assets, licenses, operations, rights, product lines, businesses
or interest therein of Purchaser, the Company or any of their respective
Subsidiaries; provided, however, that nothing in this
Agreement, including this Section 6.01, shall require, or be construed to
require, Purchaser or any of its Affiliates to (x) proffer to, or agree to,
sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold
separate and agree to sell, divest, lease, license, transfer, dispose of or
otherwise encumber before or after the Effective Time, any assets, licenses,
operations, rights, product lines, businesses or interest therein of Purchaser,
the Company or any of their respective Affiliates (or to consent to any sale,
divestiture, lease, license, transfer, disposition or other encumberment by the
Company of any of its assets, licenses, operations, rights, product lines,
businesses or interest therein or to any agreement by the Company to take any of
the foregoing actions), (y) agree to any conditions or make any commitments that
are not comparable to those imposed in connection with comparable transactions
in the United States and that would not be reasonably foreseeable based upon
publicly available information or discussions or communications prior to the
date of this Agreement involving Purchaser or any of its Affiliates and
representatives of any SRO or Government Entity, or (z) agree to any material
changes (including, without limitation, through a licensing arrangement) or
restriction on, or other impairment of Purchaser153s ability to own or operate,
any of any such assets, licenses, operations, rights, product lines, businesses
or interests therein or Purchaser153s or any of its Affiliates153 ability to vote,
transfer, receive dividends or otherwise exercise full ownership rights with
respect to the stock of the Surviving Corporation, in each case of clauses (x),
(y) and (z), to the extent that any such actions would have a material adverse
effect after the Effective Time on the Company and its Subsidiaries, taken as a
whole, or on Purchaser and its Subsidiaries, taken as a whole, or on Parent153s
ultimate parent company, in each case measured on a scale relative to the
Company and its Subsidiaries, taken as a whole (a “Burdensome
Condition“).

(d) Each of Purchaser and the Company shall promptly advise the other upon
receiving (including through their respective Affiliates) any communication from
any SRO or Governmental Entity the consent or approval of which is required for
consummation of the transactions contemplated by this Agreement that causes such
Party to believe that there is a reasonable likelihood that any Requisite
Regulatory Consent or the JFSA Approval will not be obtained without the
imposition of a Burdensome Condition or that the receipt of any such approval
may be delayed.

(e) Purchaser agrees to execute and deliver, or cause to be executed and
delivered, by or on behalf of the Surviving Company, at or prior to the
Effective Time, one or more supplemental indentures, guarantees, and other
instruments required for the due assumption of Company153s outstanding debt,
guarantees, securities, and other agreements listed on Section 6.01(e) of the
Company Disclosure Schedule to the extent required by the terms of such debt,
guarantees, securities, and other agreements.

Section 6.02 Access to Information.

(a) Upon reasonable notice and subject to applicable Laws, the Company shall,
and shall cause each of its Subsidiaries to, afford to the officers, directors,
employees,

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agents and the Representatives of Purchaser, reasonable access, during normal
business hours during the period prior to the Effective Time, to all its
properties, books, Contracts, commitments and records, and, during such period,
the Company shall, and shall cause its Subsidiaries to, make available to
Purchaser (i) a copy of each report, schedule, registration statement and other
document filed or received by it during such period pursuant to the requirements
of federal securities Laws or federal or state banking or insurance Laws (other
than reports or documents that the Company is not permitted to disclose under
applicable Law) and (ii) all other information concerning its business,
properties and personnel as Purchaser may reasonably request. Upon the
reasonable request of the Company, Purchaser shall furnish such reasonable
information about it and its Affiliates as is relevant to the Company and its
shareholders in connection with the transactions contemplated by this Agreement.
Neither the Company, Purchaser nor any of their respective Affiliates shall be
required to provide access to or to disclose information where such access or
disclosure would jeopardize the attorney-client privilege of such party or
contravene any Law, fiduciary duty or Order or binding Contract entered into
prior to the date of this Agreement. The Parties shall make appropriate
substitute disclosure arrangements under circumstances in which the restrictions
of the preceding sentence apply.

(b) All nonpublic information and materials provided prior to the date of
this Agreement shall be subject to the provisions of the confidentiality
agreement entered into between the Parties as of January 19, 2012 (the
“Confidentiality Agreement“) and all nonpublic information and materials
provided on or after the date of this Agreement shall be subject to the
provisions of the non-disclosure agreement entered into between the Parties as
of the date of this Agreement (the “Non-Disclosure Agreement“).

(c) No investigation by a party hereto or its representatives shall affect or
be deemed to modify or waive any representations, warranties or covenants of the
other Party set forth in this Agreement.

Section 6.03 Employee Matters.

(a) Following the Closing Date, Purchaser shall maintain or cause to be
maintained employee benefit plans and compensation opportunities for the benefit
of Employees who are actively employed by the Company or its Subsidiaries on the
Closing Date (“Covered Employees“) that provide employee benefits and
compensation opportunities that, in the aggregate, are no less favorable than
the employee benefits (other than severance benefits, which, for the avoidance
of doubt, are governed under Section 6.03(b)) and compensation opportunities
that are generally made available to similarly situated employees of Purchaser
or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries)
(collectively, the “Purchaser Plans“), as applicable; provided
that (i) with respect to retirement benefits, satisfaction of the foregoing
standard shall not require that any Covered Employee be eligible to participate
in any specific retirement plan of Purchaser or a closed or frozen Purchaser
Plan; and (ii) until such time as Purchaser shall cause Covered Employees to
participate in the Purchaser Plans, a Covered Employee153s continued participation
in the employee benefit plans and compensation opportunities of the Company and
its Subsidiaries as in effect immediately prior to the Closing Date shall be
deemed to satisfy the foregoing provisions of this sentence (it being understood
that participation in the Purchaser Plans may commence at different times with
respect to each Purchaser Plan).

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(b) Purchaser shall provide severance benefits in accordance with the terms
and conditions of the special severance policy set forth on Section 6.03(b) of
the Purchaser Disclosure Schedule (“Special Severance Policy“) to Covered
Employees who experience a qualifying termination of employment with Purchaser,
the Surviving Corporation or any of their respective Subsidiaries during the
period beginning on the Closing Date and ending on the 60^th day
following the first anniversary of the Closing Date (the “Special Severance
Period“). Each Covered Employee whose employment is terminated after the
Special Severance Period shall be eligible to participate in Purchaser153s regular
separation and severance pay programs on the same terms and conditions as other
similarly-situated employees of Purchaser.

(c) To the extent that a Covered Employee becomes eligible to participate in
a Purchaser Plan, Purchaser shall cause such plan to (i) recognize the service
of such Covered Employee with the Company or its Subsidiaries for purposes of
eligibility, vesting and benefit accrual (other than for purposes of
eligibility, vesting and benefit accruals under any Purchaser Plan that is a
defined benefit pension plan or a retiree medical plan )under such Purchaser
Plan, to the same extent such service was recognized immediately prior to the
Effective Time under a comparable Benefit Plan in which such Covered Employee
was eligible to participate immediately prior to the Effective Time;
provided that such recognition of service (A) shall not operate to
duplicate any benefits of a Covered Employee with respect to the same period of
service and (B) shall not apply for purposes of any Purchaser Plan under which
similarly-situated employees of Purchaser and its Subsidiaries do not receive
credit for prior service; and (ii) with respect to any Purchaser Plan that
provides health plan or other welfare benefits in which any Covered Employee is
eligible to participate for the plan year in which such Covered Employee is
first eligible to participate, (A) cause any pre-existing condition limitations
or eligibility waiting periods under such Purchaser Plan to be waived with
respect to such Covered Employee to the extent such limitation would have been
waived or satisfied under the Benefit Plan in which such Covered Employee
participated immediately prior to the Effective Time, and (B) recognize any
eligible expenses incurred by such Covered Employee in the year that includes
the Closing Date (or, if later, the year in which such Covered Employee is first
eligible to participate) for purposes of any applicable deductible and annual
out-of-pocket expense requirements under any such Purchaser Plan.

(d) If requested by Purchaser by no later than ten (10) Business Days prior
to the Closing Date, effective as of immediately prior to, and contingent upon,
the Closing, the Company shall adopt such resolutions and/or amendments to
terminate the Company Retirement Savings Plan or any 401(k) plan of the Company
or any of its Subsidiaries (collectively, the “Company 401(k) Plan“) and
the Covered Employees shall be permitted to roll any eligible rollover
distributions (including, to the extent applicable with respect to any Covered
Employee, loans) into Purchaser153s 401(k) plan. If the Company153s 401(k) Plan is
terminated as of immediately prior to the Closing Date, each Covered Employee
who participated or was eligible to participate in the Company 401(k) Plan as of
immediately prior to the Effective Time shall be eligible to participate in
Purchaser153s 401(k) plan commencing on the Closing Date. If the Company 401(k) is
not terminated as of immediately prior to the Closing Date, Purchaser shall
maintain the Company 401(k) Plan for the benefit of the Covered Employees until
such time as they are eligible to participate in Purchaser153s 401(k) Plan and
Purchaser will make a

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discretionary matching contribution at a rate for each Covered Employee
participating in the Company 401(k) Plan equal to the Company153s 2011
discretionary matching contribution rate for the 2012 plan year.

(e) Nothing in this Section 6.03 shall be construed to limit the right of
Purchaser or any of its Affiliates (including, following the Closing Date, the
Surviving Corporation and its Subsidiaries) to amend or terminate any Benefit
Plan or other employee benefit plan, to the extent such amendment or termination
is permitted by the terms of the applicable plan, nor shall anything in this
Section 6.03 be construed to require Purchaser or any of its Affiliates
(including, following the Closing Date, the Surviving Corporation and its
Subsidiaries) to maintain any Purchaser Plan or retain the employment of any
particular Covered Employee for any fixed period of time following the Closing
Date. This Agreement shall inure exclusively to the benefit of, and be binding
upon the Parties hereto and their respective successors, assigns, executors and
legal representatives. Nothing in this Agreement, express or implied, including
without limitation this Section 6.03, is intended to confer on any person other
than the Parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement.

Section 6.04 Indemnification; Directors153 and Officers153
Insurance.

(a) From and after the Effective Time, the Surviving Corporation shall, and
Purchaser shall cause the Surviving Corporation to, indemnify and hold harmless,
to the fullest extent permitted under applicable Law (and shall also advance
expenses as incurred to the fullest extent permitted under applicable Law and
the certificate of incorporation and bylaws of the Company provided the person
to whom expenses are advanced provides an undertaking to repay such advances if
it is ultimately determined that such person is not entitled to indemnification
by the Surviving Corporation), each present and former director and officer of
the Company or its Subsidiaries (in each case, when acting in such capacity),
determined as of the Effective Time (collectively, the “Indemnified
Parties“) against any costs or expenses (including reasonable attorneys153
fees), judgments, fines, losses, claims, damages or liabilities incurred in
connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal, administrative or investigative, arising out of matters
existing or occurring at or prior to the Effective Time, including the
transactions contemplated by this Agreement; provided that the
Indemnified Party to whom expenses are advanced provides an undertaking to repay
such advances if it is ultimately determined that such Indemnified Party is not
entitled to indemnification by the Surviving Corporation.

(b) Prior to the Effective Time, the Company shall and, if the Company is
unable to, Purchaser shall cause the Surviving Corporation as of the Effective
Time to obtain and fully pay for “tail” insurance (providing only for the Side A
coverage for Indemnified Parties where the existing policies also include Side B
coverage for the Company) with a claims period of at least six (6) years from
and after the Effective Time with respect to directors153 and officers153 liability
insurance and fiduciary liability insurance (collectively, “D&O
Insurance“) with benefits and levels of coverage at least as favorable to
the Indemnified Parties as the Company153s existing policies with respect to
matters existing or occurring at or prior to the Effective Time (including in
connection with this Agreement or the transactions or actions contemplated
hereby); provided, however, that in no event shall the Company expend
for “tail” insurance policies a premium

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amount in excess of the amount set forth in the Company Disclosure Schedule.
If the Company and the Surviving Corporation for any reason fail to obtain such
“tail” insurance policies as of the Effective Time, the Surviving Corporation
shall, and Purchaser shall cause the Surviving Corporation to, continue to
maintain in effect for a period of at least six (6) years from and after the
Effective Time the D&O Insurance in place as of the date of this Agreement
with benefits and levels of coverage at least as favorable to the Indemnified
Parties as provided in the Company153s existing policies as of the date of this
Agreement, or the Surviving Corporation shall, and Purchaser shall cause the
Surviving Corporation to purchase comparable D&O Insurance for such six-year
period with benefits and levels of coverage at least as favorable to the
Indemnified Parties as provided in the Company153s existing policies as of the
date of this Agreement; provided, however, that in no event
shall Purchaser or the Surviving Corporation be required to expend for such
policies an annual premium amount in excess of 250% of the annual premiums
currently paid by the Company for such insurance; and, provided,
further, that if the annual premiums of such insurance coverage exceed such
amount, the Surviving Corporation shall, and Purchaser shall cause the Surviving
Corporation to, obtain a policy with the greatest coverage available for a cost
not exceeding such amount.

(c) Any Indemnified Party wishing to claim indemnification under Section
6.04(a), upon learning of any claim, action, suit, proceeding or investigation
described above, will promptly notify Purchaser; provided that failure
to so notify will not affect the obligations of Purchaser under Section 6.04(a)
unless and to the extent that Purchaser is actually and materially prejudiced as
a consequence.

(d) The rights of each Indemnified Party under this Section 6.04 shall be in
addition to any rights such individual may have under the certificate of
incorporation and bylaws (or other governing documents) of the Company and any
of its Subsidiaries, under the DGCL or any other applicable Laws or under any
agreement of any Indemnified Party with the Company or any of its Subsidiaries.
If Purchaser, the Surviving Corporation or any of their successors or assigns
consolidates with or merges into any other entity and is not the continuing or
surviving entity of such consolidation or merger or transfers all or
substantially all of its assets to any other entity, then and in each case,
Purchaser will cause proper provision to be made so that the successors and
assigns of Purchaser or the Surviving Corporation, as applicable, will assume
the obligations of Purchase or the Surviving Corporation, respectively, set
forth in this Section 6.04.

(e) The provisions of this Section 6.04 are intended to be for the benefit
of, and shall be enforceable by, each Indemnified Party as if he or she was a
party to this Agreement.

Section 6.05 Exemption from Liability Under Section 16(b).
Prior to the Effective Time, Purchaser and the Company shall each take all such
steps as may be necessary or appropriate to cause any disposition of shares of
Common Stock or conversion of any derivative securities in respect of such
shares of Common Stock in connection with the consummation of the transactions
contemplated by this Agreement to be exempt under Rule 16b-3 as promulgated
under the Exchange Act.

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Section 6.06 Acquisition Proposals.

(a) The Company agrees that it shall not, and shall cause the officers,
directors, employees, agents and representatives, including any investment
banker, financial advisor, attorney, accountant or other advisor, agent,
representative or Affiliate (collectively as to each Party, the
“Representatives“) of the Company or any of its Subsidiaries not to
directly or indirectly:

(i) initiate, solicit or encourage any inquiries or the making of any
proposal or offer that constitutes, or could reasonably be expected to lead to,
any Acquisition Proposal;

(ii) engage in, continue or otherwise participate in any discussions or
negotiations regarding, or provide any information or data to any Person
relating to, any Acquisition Proposal; or

(iii) otherwise knowingly facilitate any effort or attempt to make an
Acquisition Proposal.

(b) Notwithstanding anything in Section 6.06(a) to the contrary, prior to the
time, but not after, the Requisite Stockholder Approval is obtained, the Company
may (A) provide information in response to a request therefor by a Person who
has made an unsolicited bona fide written Acquisition Proposal providing for the
acquisition of more than 50% of the assets (on a consolidated basis) or total
voting power of the equity securities of the Company if the Company receives
from the Person so requesting such information an executed confidentiality
agreement on terms not less restrictive to the other party than those contained
in the Confidentiality Agreement and substantially concurrently (and in any
event within 24 hours) discloses (and, if applicable, provides copies of) any
such information to Purchaser to the extent not previously provided to
Purchaser; (B) engage or participate in any discussions or negotiations with any
Person who has made such an unsolicited bona fide written Acquisition Proposal;
or (C) after having complied with all requirements of Section 6.06(c) and
Section 6.06(d), approve, recommend, or otherwise declare advisable or propose
to approve, recommend or declare advisable (publicly or otherwise) such an
Acquisition Proposal, if and only to the extent that, (x) prior to taking any
action described in clause (A), (B) or (C) above, the Company Board determines
in good faith after consultation with outside legal counsel that failure to take
such action, in light of the Acquisition Proposal and the terms of this
Agreement, would be inconsistent with the directors153 fiduciary duties under
applicable Law, (y) in each such case referred to in clause (A) or (B) above,
the Company Board has determined in good faith based on the information then
available and after consultation with its financial advisor and outside legal
counsel that such Acquisition Proposal either constitutes a Superior Proposal or
is reasonably likely to result in a Superior Proposal, and (z) in the case
referred to in clause (C) above, the Company Board determines in good faith
(after consultation with its financial advisor and outside legal counsel) that
such Acquisition Proposal is a Superior Proposal.

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(c) The Company Board shall not:

(i) withhold, withdraw, qualify or modify (or publicly propose or resolve to
withhold, withdraw, qualify or modify), in a manner adverse to Purchaser, the
Company Board Recommendation with respect to the Merger; or

(ii) except as expressly permitted by, and after compliance with, Section
8.01(f) hereof, cause or permit the Company to enter into any letter of intent,
memorandum of understanding, agreement in principle, acquisition agreement,
merger agreement or other Contract (other than a confidentiality agreement
referred to in Section 6.06(b) entered into in compliance with Section 6.06(b))
(an “Alternative Acquisition Agreement“) relating to any Acquisition
Proposal.

(d) Notwithstanding anything to the contrary set forth in this Agreement,
prior to the time, but not after, the Requisite Stockholder Approval is
obtained, the Company Board may withhold, withdraw, qualify or modify the
Company Board Recommendation or approve, recommend or otherwise declare
advisable any Superior Proposal made after the date of this Agreement that was
not solicited, initiated, encouraged or facilitated in breach of this Agreement,
if the Company Board determines in good faith, after consultation with outside
counsel, that failure to do so would be inconsistent with the directors153
fiduciary duties under applicable law (a “Change of Recommendation“);
provided, however, that no Change of Recommendation may be made, and,
for the avoidance of doubt, no action referred to in Section 6.06(b)(C) shall be
taken, until after at least 72 hours following Purchaser153s receipt of notice
from the Company advising that the Company currently intends to take such action
and the basis therefor, including all necessary information under Section
6.06(f). In determining whether to make a Change of Recommendation or, for the
avoidance of doubt, whether to take any action referred to in Section
6.06(b)(C), in response to a Superior Proposal or otherwise, the Company Board
shall take into account any changes to the terms of this Agreement proposed by
Purchaser and any other information provided by Purchaser in response to such
notice. Any material amendment to any Acquisition Proposal will be deemed to be
a new Acquisition Proposal for purposes of this Section 6.06, including with
respect to the notice periods referred to in this Section 6.06(d) and Section
6.06(f).

(e) The Company agrees that it will immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any parties
conducted prior to the date hereof with respect to any Acquisition Proposal. The
Company agrees that it will take the necessary steps to promptly inform the
individuals or entities referred to in the first sentence hereof of the
obligations undertaken in this Section 6.06 and in the Confidentiality
Agreement. The Company also agrees that it will promptly request each Person
that has heretofore executed a confidentiality agreement in connection with its
consideration of acquiring it or any of its Subsidiaries to return or destroy
all confidential information heretofore furnished to such Person by or on behalf
of it or any of its Subsidiaries.

(f) The Company agrees that it will promptly (and, in any event, within 24
hours) notify Purchaser if any inquiries, proposals or offers with respect to an
Acquisition Proposal are received by, any such information is requested from, or
any such discussions or negotiation are sought to be initiated or continued
with, it or any of its Representatives indicating, in connection with such
notice, the name of such Person and the material terms and conditions of any
proposals or offers (including, if applicable, copies of any written requests,

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proposals or offers, including proposed Contracts) and thereafter shall keep
Purchaser informed, on a current basis, of any material changes in the status
and terms of any such proposals or offers (including any amendments thereto) and
any material changes in the status of any such discussions or negotiations,
including any change in the Company153s intentions as previously notified.

(g) Nothing contained in this Agreement shall prevent the Company or the
Company Board from complying with Rule 14d-9 and Rule 14e-2 promulgated under
the Exchange Act with respect to an Acquisition Proposal; provided
that such Rules will in no way eliminate or modify the effect that any action
pursuant to such Rules would otherwise have under this Agreement, and nothing in
this clause (g) shall permit the Company to take any action otherwise
contemplated by this Section 6.06 without compliance herewith.

Section 6.07 Takeover Laws. No Party will take any action that
would cause the transactions contemplated by this Agreement to be subject to
requirements imposed by any Takeover Law and each Party will take all necessary
steps within its control to exempt (or ensure the continued exemption of) those
transactions from, or if necessary challenge the validity or applicability of,
any applicable Takeover Law, as now or hereafter in effect.

Section 6.08 Financial Statements and Other Current
Information.

(a) As soon as reasonably practicable after they become available, but in no
event more than thirty (30) days after the end of each calendar month ending
after the date hereof, the Company will furnish to Purchaser (i) consolidated
financial statements (including balance sheets, statements of operations and
stockholders153 equity) of the Company or any of its Subsidiaries (to the extent
available) as of and for such month then ended, (ii) to the extent available,
internal management reports showing actual financial performance against plan
and previous period and (iii) to the extent permitted by applicable Law, any
reports provided to the Company Board or any committee thereof relating to the
financial performance and risk management of the Company or any of its
Subsidiaries.

(b) As soon as reasonably practicable after they become available, the
Company will provide to Purchaser copies of audited consolidated statements of
financial condition of the Company and its Subsidiaries as of December 31 for
the fiscal year 2011 and the related audited consolidated statements of
operations, of comprehensive income, of changes in stockholders153 equity and of
cash flows for the fiscal year ended December 31, 2011 (the “Audited 2011
Financials“) with an unqualified opinion from KPMG LLP as the auditor of the
Company.

Section 6.09 Stockholders Meeting. The Company
will take, in accordance with applicable Law and its certificate of
incorporation and bylaws, all action necessary to convene a meeting of holders
of Shares (the “Stockholders Meeting“) as promptly as practicable after
the date hereof, to consider and vote upon the adoption of this Agreement, and
shall not postpone or adjourn such meeting except to the extent required by Law.
Subject to Section 6.06 hereof, the Company Board shall recommend the adoption
of this Agreement by the Requisite Stockholder Approval and shall take all
lawful action to solicit such adoption of this Agreement. The obligation of the
Company to hold the Stockholders Meeting shall not be affected by any

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Acquisition Proposal or other event or circumstance and the Company agrees
that it will not submit any Acquisition Proposal to its stockholders for a vote,
unless this Agreement is terminated in accordance with its terms.
Notwithstanding the foregoing, the Company153s obligations under this Section 6.09
shall be discharged in the event that a true and correct copy of the executed
irrevocable written consent in the form attached hereto as Exhibit B
(the “Written Consent“) adopting and approving this Agreement and the
Merger, and constituting the Requisite Stockholder Approval, shall have been
signed, dated and delivered to the Company in accordance with Section 228 of the
DGCL (and a copy thereof shall have been delivered to Purchaser).

Section 6.10 Proxy Filing; Information Supplied.

(a) The Company shall prepare and file with the SEC and mail to the holders
of the Shares, as promptly as practicable after the date of this Agreement, (i)
in the event that the Requisite Stockholder Approval in the form of Written
Consent is delivered to the Company in accordance with Section 6.09, an
information statement of the type contemplated by Rule 14c-2 promulgated under
the Exchange Act related to the Merger and this Agreement (such information
statement, including any amendment or supplement thereto, the “Information
Statement“) or (ii) in the event that the Requisite Stockholder Approval in
the form of Written Consent is not delivered to the Company in accordance with
Section 6.09, a proxy statement in preliminary form relating to the Merger and
this Agreement (such proxy statement, including any amendment or supplement
thereto, the “Proxy Statement“). The Company agrees, as to it and its
Subsidiaries, that the Proxy Statement or Information Statement, as the case may
be, will comply in all material respects with the applicable provisions of the
Exchange Act and the rules and regulations thereunder. Each Party agrees, as to
it and its Affiliates, that none of the information supplied by it or any of its
Affiliates for inclusion or incorporation by reference in the Proxy Statement or
Information Statement, as the case may be, will, at the date of mailing to
stockholders of the Company and at the time of the Stockholders Meeting, if and
as applicable, contain any untrue statement of a material fact or omit to state
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.

(b) The Company shall afford Purchaser a reasonable opportunity to review and
comment on the Proxy Statement or Information Statement, as the case may be,
prior to its filing with the SEC, including any amendments or supplements
thereto, and shall give due consideration to all the reasonable additions,
deletions or changes suggested thereto by Purchaser. The Company will promptly
advise Purchaser if at any time prior to the Effective Time the Company shall
obtain Knowledge of any facts that might make it necessary to amend or
supplement the Proxy Statement or Information Statement, as the case may be, in
order to make the statements contained therein not misleading or to comply with
applicable Law. The Company shall promptly notify Purchaser of the receipt of
all comments from the SEC with respect to the Proxy Statement or Information
Statement, as the case may be, and of any request by the SEC for any amendment
or supplement thereto or for additional information and shall promptly provide
to Purchaser copies of all correspondence between the Company and/or any of its
Representatives and the SEC with respect to the Proxy Statement or Information
Statement, as the case may be, and shall provide Purchaser an opportunity to
review and comment on any such amendment, supplement or response to the SEC and
shall give due consideration to all the

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reasonable additions, deletions or changes suggested thereto by Purchaser.
Each of Purchaser and the Company shall use its reasonable best efforts promptly
to provide responses to the SEC with respect to all comments received on the
Proxy Statement or Information Statement, as the case may be, from the SEC. To
the extent required by applicable Law in the good faith judgment of the Company,
the Company shall, as promptly as reasonably practicable, prepare, file and
distribute to its stockholders any supplement or amendment to the Proxy
Statement or Information Statement, as the case may be, if any event shall occur
that requires such action.

(c) In connection with any Written Consent, the Company shall take all
actions necessary to comply, and shall comply, in all respects, with the DGCL,
including Section 228 and Section 262 thereof, the certificate of incorporation
of and bylaws of the Company, the Exchange Act, including Regulation 14C and
Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ,
and shall include the notice required by Section 262(d)(2) of the DGCL in the
Information Statement. For the avoidance of doubt, the signing, dating and
delivery to the Company of the Written Consent in accordance with Section 228 of
the DGCL shall constitute the obtaining of the Requisite Stockholder Approval
for all purposes under this Agreement.

Section 6.11 Notification of Certain Matters. The Company and
Purchaser will give prompt notice to the other of any fact, event or
circumstance known to it that (a) is reasonably likely, individually or taken
together with all other facts, events and circumstances known to it, to result
in any Material Adverse Effect or Purchaser Material Adverse Effect,
respectively, or (b) would cause or constitute a material breach of any of its
representations, warranties, covenants or agreements contained herein that
reasonably could be expected to give rise, individually or in the aggregate, to
the failure of a condition in Article VII; provided, however,
that failure to give such notice shall not separately constitute a failure of
any condition in Article VII or a basis to terminate this Agreement unless the
underlying fact, event or circumstance would independently result in such
failure or provide such basis.

Section 6.12 Stock Exchange Delisting. Prior to the Closing
Date, the Company shall cooperate with Purchaser and use reasonable best efforts
to take, or cause to be taken, all actions, and do or cause to be done all
things, reasonably necessary, proper or advisable on its part under applicable
Laws and rules and policies of NASDAQ to enable the delisting by the Surviving
Corporation of the Shares from NASDAQ and the deregistration of the Shares under
the Exchange Act as promptly as practicable after the Effective Time, and in any
event no more than ten (10) days after the Closing Date.

Section 6.13 Related Party Contracts. Prior to the Effective
Time, the Company shall have taken all actions necessary to terminate, and shall
cause to be terminated, each Related Party Contract other than those listed on
Section 6.13 of the Company Disclosure Schedule, in each case without any
further liability or obligation of the Company, the Surviving Corporation,
Purchaser or any of their respective Subsidiaries or Affiliates and, in
connection therewith, the Company (or its applicable Subsidiary) shall have
received from the other party to such Related Party Contract a release in favor
of the Company, the Surviving Corporation, Purchaser and their respective
Subsidiaries and Affiliates from any and all liabilities or obligations arising
out of such Related Party Contract.

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Section 6.14 Merger Sub Compliance. Purchaser shall cause
Merger Sub to comply with all of its obligations under or related to this
Agreement.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01 Conditions to Each Party153s Obligation to Effect the
Merger. The respective obligations of the Parties to effect the Merger shall
be subject to the satisfaction or waiver at or prior to the Effective Time of
each of the following conditions:

(a) Stockholder Approval. This Agreement shall have been adopted and
approved by holders of Shares constituting the Requisite Stockholder Approval.

(b) No Injunctions or Restraints; Illegality. No order, injunction or
decree issued by any court or agency of competent jurisdiction or other Law
preventing or making illegal the consummation of the Merger or any of the other
transactions contemplated by this Agreement shall be in effect.

(c) Regulatory Approvals. The Regulatory Approvals required from the
Federal Reserve and the OCC (the “Requisite Regulatory Consents“), and
the JFSA Approval, shall have been obtained and shall remain in full force and
effect and all statutory waiting periods in respect thereof shall have expired,
without the imposition of the Burdensome Condition in connection therewith.

Section 7.02 Conditions to Obligations of Purchaser and Merger
Sub. The obligations of Purchaser and Merger Sub to effect the Merger are
also subject to the satisfaction, or waiver by Purchaser, at or prior to the
Effective Time, of the following conditions:

(a) Representations and Warranties. The representations and warranties
of the Company set forth in this Agreement shall be true and correct as of the
date of this Agreement and as of the Effective Time as though made on and as of
the Effective Time (except that representations and warranties that by their
terms speak specifically as of the date of this Agreement or another date shall
be true and correct as of such date); provided, however, that
no representation or warranty of the Company (other than the representations and
warranties set forth in (i) the first two sentences of Section 3.02(a)(i) and
the first sentence of Section 3.02(a)(ii), Section 3.02(d)(i), Section
3.02(d)(iii), Section 3.02(d)(iv)(1)(x), Section 3.02(z) and Section 3.02(bb),
which shall be true and correct in all respects, (ii) Section 3.02(b), which
shall be true and correct other than for such failures to be true and correct as
are de minimis in effect, and (iii) Section 3.02(a) (excluding the
first two sentences of Section 3.02(a)(i) and the first sentence of Section
3.02(a)(ii)) and Section 3.02(c), which shall be true and correct in all
material respects) shall be deemed untrue or incorrect for any purposes
hereunder as a consequence of the existence of any fact, event or circumstance
inconsistent with such representation or warranty, unless such fact, event or
circumstance, individually or taken together with all other facts, events or
circumstances inconsistent with any representation or warranty of the Company,
has had or would reasonably be expected to result in a Material Adverse Effect
on the Company and its Subsidiaries taken as a whole; provided,
further, that for

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purposes of determining whether a representation or warranty is true and
correct for purposes of this Section 7.02(a), any qualification or exception
for, or reference to, materiality (including the terms “material,” “materially,”
“in all material respects,” or similar terms or phrases) in any such
representation or warranty shall be disregarded; and Purchaser shall have
received a certificate signed on behalf of the Company by the Chief Executive
Officer or the Chief Financial Officer of the Company to the foregoing effect.

(b) Performance of Obligations of the Company. The Company shall have
performed in all material respects all obligations required to be performed by
it under this Agreement at or prior to the Effective Time; and Purchaser shall
have received a certificate signed on behalf of the Company by the Chief
Executive Officer or the Chief Financial Officer of the Company to such effect.

(c) Audited 2011 Financials. The Company shall have provided to
Purchaser the Audited 2011 Financials with an unqualified opinion from KPMG LLP
as the auditor of the Company.

(d) Termination of Certain Regulatory Agreements. (i) the Written
Agreement by and between the Company and the Federal Reserve Bank of San
Francisco, dated May 11, 2010 shall have been terminated, (ii) the Operating
Agreement by and between Bank and the OCC, dated September 2, 2010 shall have
been terminated or the OCC shall not have informed Purchaser and the Company
that such Operating Agreement shall survive consummation of the Bank Merger and
(iii) neither the Company nor any of its Subsidiaries shall be a party to any
similar agreement with any Governmental Entity.

Section 7.03 Conditions to Obligations of the Company. The
obligation of the Company to effect the Merger is also subject to the
satisfaction or waiver by the Company at or prior to the Effective Time of the
following conditions:

(a) Representations and Warranties. The representations and warranties
of Purchaser set forth in this Agreement shall be true and correct as of the
date of this Agreement and as of the Effective Time as though made on and as of
the Effective Time (except that representations and warranties that by their
terms speak specifically as of the date of this Agreement or another date shall
be true and correct as of such date); provided, however, that
no representation or warranty of Purchaser (other than the representations and
warranties set forth in Section 4.01(e), which shall be true and correct in all
respects) shall be deemed untrue or incorrect for any purposes hereunder as a
consequence of the existence of any fact, event or circumstance inconsistent
with such representation or warranty, unless such fact, event or circumstance,
individually or taken together with all other facts, events or circumstances
inconsistent with any representation or warranty of Purchaser, has had or would
reasonably be expected to have a Purchaser Material Adverse Effect;
provided, further, that for purposes of determining whether a
representation or warranty is true and correct for purposes of this Section
7.03(a), any qualification or exception for, or reference to, materiality
(including the terms “material,” “materially,” “in all material respects,”
“Material Adverse Effect” or similar terms or phrases) in any such
representation or warranty shall be disregarded; and the Company shall have
received a certificate signed on behalf of Purchaser by the Chief Executive
Officer or the Chief Financial Officer of Purchaser to the foregoing effect.

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(b) Performance of Obligations of Purchaser. Each of Purchaser and
Merger Sub shall have performed in all material respects all obligations
required to be performed by it under this Agreement at or prior to the Effective
Time, and the Company shall have received a certificate signed on behalf of
Purchaser by the Chief Executive Officer or the Chief Financial Officer of
Purchaser to such effect.

ARTICLE VIII

TERMINATION AND AMENDMENT

Section 8.01 Termination. This Agreement may be terminated and
the Merger may be abandoned, at any time prior to the Effective Time:

(a) by mutual consent of the Company and Purchaser in a written instrument
authorized by the Boards of Directors of the Company and Purchaser;

(b) by either the Company or Purchaser, if any Governmental Entity that must
grant a Requisite Regulatory Consent or the JFSA Approval has denied approval of
the Merger and such denial has become final and nonappealable or any
Governmental Entity of competent jurisdiction shall have issued a final and
nonappealable order, injunction or decree permanently enjoining or otherwise
prohibiting or making illegal the consummation of the transactions contemplated
by this Agreement;

(c) by either the Company or Purchaser, if the Merger shall not have been
consummated on or before December 3, 2012 (the “Outside Date“) unless the
failure of the Closing to occur by such date shall be due to the failure of the
Party seeking to terminate this Agreement to perform or observe the covenants
and agreements of such Party set forth in this Agreement;

(d) by either the Company or Purchaser (provided that the
terminating Party is not then in material breach of any representation,
warranty, covenant or other agreement contained herein), if there shall have
been a breach of any of the covenants or agreements or any of the
representations or warranties set forth in this Agreement on the part of the
Company, in the case of a termination by Purchaser, or on the part of Purchaser,
in the case of a termination by the Company, which breach, either individually
or in the aggregate with other breaches by such Party, would result in, if
occurring or continuing on the Closing Date, the failure of the conditions set
forth in Section 7.02 or 7.03, as the case may be, and which is not cured within
the earlier of (i) thirty (30) days following written notice to the Party
committing such breach and (ii) the Outside Date or by its nature or timing
cannot be cured within such time period;

(e) unless the Requisite Stockholder Approval shall have been obtained
pursuant to the Written Consent, by either the Company or Purchaser, if the
adoption of this Agreement by holders of Shares constituting the Requisite
Stockholder Approval referred to in Section 7.01(a) shall not have been obtained
at the Stockholders Meeting or at any adjournment or postponement of the
Stockholders Meeting taken in accordance with this Agreement;

(f) by the Company, at any time prior to the time the Requisite Stockholder
Approval is obtained, if (i) the Company is not in material breach of any of the
terms of this

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Agreement, (ii) the Company Board authorizes the Company, subject to
complying with the terms of this Agreement, to enter into an Alternative
Acquisition Agreement with respect to a Superior Proposal and the Company
notifies Purchaser in writing that it intends to enter into such a Contract,
attaching the final version of such Contract to such notice, (iii) Purchaser
does not make, within five (5) business days of receipt of the Company153s written
notification of its intention to enter into a binding Contract for a Superior
Proposal, an offer that the Company Board determines, in good faith after
consultation with its financial advisor and outside legal counsel, is at least
as favorable, from a financial point of view, to the stockholders of the Company
as the Superior Proposal, (iv) the Company prior to such termination pays to
Purchaser in immediately available funds any fees required to be paid pursuant
to Section 8.02 and (v) the Company substantially concurrently enters into the
Contract attached to the notice referred to in clause (ii) of this sentence. The
Company agrees (x) that it will not enter into the binding Contract referred to
in clause (ii) above until at least the sixth business day after it has provided
the notice to Purchaser required thereby, (y) to notify Purchaser promptly if
its intention to enter into the written Contract referred to in its notification
changes and (z) during such five business day period, to negotiate in good faith
with Purchaser with respect to any revisions to the terms of the transaction
contemplated by this Agreement proposed by Purchaser in response to a Superior
Proposal, if any;

(g) if the Requisite Stockholder Approval in the form of the Written Consent
shall not have been signed, dated and delivered to the Company in accordance
with Section 228 of the DGCL (or a copy thereof shall not have been delivered to
Purchaser) or shall not have become effective in accordance with Section 10 of
Article II of the bylaws of the Company for purposes of the bylaws of the
Company and the DGCL, by 11:59 p.m. (Pacific Time) on the date hereof, by
Purchaser, at any time until the earlier of (i) the initial mailing of the Proxy
Statement to the stockholders of the Company in accordance with Section 6.10 and
(ii) the delivery of the Requisite Stockholder Approval in the form of Written
Consent;

(h) by Purchaser, at any time prior to the time the Requisite Stockholder
Approval is obtained pursuant to the Written Consent, if (i) the Company Board
shall have made a Change of Recommendation; (ii) the Company shall have
materially violated Section 6.06, Section 6.07, Section 6.09 or Section 6.10;
(iii) at any time following receipt of an Acquisition Proposal, the Company
Board shall have failed to reaffirm its approval or recommendation of this
Agreement and the Merger as promptly as practicable (but in any event prior to
the earlier of (x) within three (3) business days after receipt of any written
request to do so from Purchaser and (y) the date of the Stockholders Meeting);
or (iv) a tender offer or exchange offer for outstanding shares of the Common
Stock shall have been publicly disclosed (other than by Purchaser or an
Affiliate of Purchaser) and, prior to the earlier of (x) the date prior to the
date of the Stockholders Meeting and (y) eleven (11) business days after the
commencement of such tender or exchange offer pursuant to Rule 14d-2 under the
Exchange Act, the Company Board fails to recommend unequivocally against
acceptance of such offer.

The Party desiring to terminate this Agreement pursuant to clause (a), (b),
(c), (d), (e), (f), (g) or (h) of this Section 8.01 shall give written notice of
such termination to the other Party in accordance with Section 9.04, specifying
the provision or provisions hereof pursuant to which such termination is
effected.

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Section 8.02 Effect of Termination.

(a) In the event of termination of this Agreement by either the Company or
Purchaser as provided in Section 8.01, this Agreement shall forthwith become
void and have no effect, and none of the Company, Purchaser, any of their
respective Subsidiaries or any of the officers or directors of any of them shall
have any liability of any nature whatsoever under this Agreement, or in
connection with the transactions contemplated by this Agreement, except that (i)
Section 6.02(b), 8.02, 8.03, 9.03, 9.04, 9.05, 9.06, 9.08, 9.09, 9.13 and 9.14
shall survive any termination of this Agreement, and (ii) neither the Company
nor Purchaser shall be relieved or released from any liabilities or damages
arising out of its knowing breach of any provision of this Agreement.

(b) In the event that this Agreement is terminated by Purchaser pursuant to
Section 8.01(g), then the Company shall promptly, but in no event later than two
(2) days after the date of such termination, pay Purchaser all the documented
out-of-pocket expenses incurred by Purchaser or any of its Affiliates in
connection with this Agreement and the transactions contemplated by this
Agreement up to a maximum amount of $10,000,000, payable by wire transfer of
same day funds.

(c) In the event that (i) a bona fide Acquisition Proposal shall
have been made to the Company or any of its Subsidiaries or any of its
stockholders or any Person shall have publicly announced an intention (whether
or not conditional) to make an Acquisition Proposal with respect to the Company
or any of its Subsidiaries (and such Acquisition Proposal or publicly announced
intention shall not have been publicly withdrawn without qualification at least
(1) twenty (20) business days prior to, with respect to any termination pursuant
to Section 8.01(c), the date of termination, and (2) at least ten (10) business
days prior to, with respect to termination pursuant to Section 8.01(e), the date
of the Stockholders Meeting) and thereafter this Agreement is terminated by
either Purchaser or the Company pursuant (x) to Section 8.01(c) without (I) a
vote of the Company153s stockholder with respect to the Requisite Stockholder
Approval having occurred and (II) the Requisite Stockholder Approval otherwise
having been obtained pursuant to the Written Consent or (y) Section 8.01(e) and,
in the case of termination pursuant to Section 8.01(e), on or prior to the date
of the Stockholders Meeting, no event giving rise to Purchaser153s right to
terminate under Section 8.01(h) shall have occurred, (ii) this Agreement is
terminated (A) by Purchaser pursuant to Section 8.01(h) or (B) by either
Purchaser or the Company pursuant to Section 8.01(e) and, on or prior to the
date of the Stockholders Meeting, any event giving rise to Purchaser153s right to
terminate this Agreement under Section 8.01(h) shall have occurred or (iii) this
Agreement is terminated by the Company pursuant to Section 8.01(f) then the
Company shall promptly, but in no event later than two (2) days after the date
of such termination, pay Purchaser a termination fee of $52,500,000 (the
“Termination Fee“) (provided, however, that the Termination Fee
to be paid pursuant to clause (iii) shall be paid as set forth in Section
8.01(f)) and shall promptly, but in no event later than two (2) days after being
notified of such by Purchaser, pay all of the documented out-of-pocket expenses
incurred by Purchaser or Merger Sub in connection with this Agreement and the
transactions contemplated by this Agreement up to a maximum amount of
$15,000,000, in each case payable by wire transfer of same day funds;
provided, however, that no Termination Fee shall be payable to
Purchaser pursuant to clause (i) of this Section 8.02(c) unless and until within
twelve (12) months of such termination, the Company or any of its Subsidiaries
shall have entered into an

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Alternate Acquisition Agreement with respect to, or shall have consummated or
shall have approved or recommended to the Company153s stockholders or otherwise
not opposed, an Acquisition Proposal (substituting in both instances “50%” for
“15%” in the definition of “Acquisition Proposal”); provided that for
purposes of clause (i) of this Section 8.02(c), an Acquisition Proposal shall
not be deemed to have been “publicly withdrawn” by any Person if, within twelve
(12) months of such termination, the Company or any of its Subsidiaries shall
have entered into an Alternative Acquisition Agreement (other than a
confidentiality agreement) with respect to, or shall have consummated or shall
have approved or recommended to the Company153s stockholders or otherwise not
opposed, an Acquisition Proposal made by or on behalf of such Person or any of
its Affiliates; provided, further, that in the event that such
Termination Fee becomes payable and is paid by the Company to Purchaser pursuant
to this Section 8.02(c), except in the event of fraud or willful breach of this
Agreement by the Company or any of its Affiliates, the Termination Fee shall be
Purchaser153s and Merger Sub153s sole and exclusive remedy arising out of a
termination of this Agreement. If this Agreement is terminated (a) by Purchaser
or the Company pursuant to Section 8.01(b) and at the time of such termination,
the Company is not then in material breach of any representation, warranty,
covenant or other agreement contained in this Agreement; (b) by Purchaser or the
Company pursuant to Section 8.01(c) and, at the time of such termination, (i)
the condition to closing set forth in Section 7.01(c) has not been satisfied or
waived in writing, (ii) all the other conditions to closing set forth in Section
7.01 and Section 7.02 shall have been satisfied (or are capable of being
satisfied) or waived in writing and (iii) the Company is not then in material
breach of any representation, warranty, covenant or other agreement contained in
this Agreement or (c) by the Company pursuant to Section 8.01(d) based upon a
material breach by Purchaser or Merger Sub of Section 4.01(g), 5.01 or 6.01,
then, in light of the Company153s postponement or cancellation of planned upgrades
of its information technology systems and the costs the Company will incur in
complying with its cooperation obligations set forth in Section 6.02(a),
Purchaser shall promptly, but in no event later than two (2) days after the date
of any such termination, reimburse the Company by wire transfer of same day
funds for all fees, expenses and costs determined by the Company in good faith
to have been expended or incurred by it in connection with the transactions
contemplated by this Agreement or the termination of this Agreement, including
in respect of counsel, investment bankers, information technology systems and
core systems conversion and employee time; provided that Purchaser shall
not be required to reimburse the Company more than $25,000,000. Each Party
acknowledges that the agreements contained in this Section 8.02 are an integral
part of the transactions contemplated by this Agreement, and that, without these
agreements, the other Party would not enter into this Agreement; accordingly, if
the Party that owes a payment pursuant to this Section 8.02 fails to promptly
pay the amount due pursuant to this Section 8.02(c), and, in order to obtain
such payment, the other Party commences a suit that results in a final,
nonappealable judgment against such owing Party for the applicable amount set
forth in this Section 8.02 or any portion of such fee, such owing Party shall
pay to the other Party its costs and expenses (including attorneys153 fees) in
connection with such suit, together with interest on the amount of the fee at
the prime rate published in The Wall Street Journal on the date such
payment was required to be made through the date of payment.

Section 8.03 Fees and Expenses. Except as otherwise provided in
Section 8.02 and except with respect to (x) costs and expenses of printing and
mailing the Proxy Statement or Information Statement, as applicable, and (y) all
filing and other fees paid to the SEC in connection with the Merger, each of
which in the case of clause (x) or clause (y) shall be borne

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equally by the Company and Purchaser, all fees and expenses incurred in
connection with the Merger, this Agreement and the transactions contemplated by
this Agreement shall be paid by the Party incurring such fees or expenses,
whether or not the Merger is consummated.

Section 8.04 Extension; Waiver. At any time prior to the
Effective Time, the Parties, by action taken or authorized by their respective
Boards of Directors, may, to the extent legally allowed, (a) extend the time for
the performance of any of the obligations or other acts of the other Party, (b)
waive any inaccuracies in the representations and warranties of the other Party
contained in this Agreement or (c) waive compliance by the other Party with any
of the agreements or conditions contained in this Agreement. Any agreement on
the part of a party to any such extension or waiver shall be valid only if set
forth in a written instrument signed on behalf of such Party, but such extension
or waiver or failure to insist on strict compliance with an obligation,
covenant, agreement or condition shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.

ARTICLE IX

GENERAL PROVISIONS

Section 9.01 Nonsurvival of Representations, Warranties and
Agreements. None of the representations, warranties, covenants and
agreements set forth in this Agreement or in any instrument delivered pursuant
to this Agreement shall survive the Effective Time, except for Section 6.04 and
for those other covenants and agreements contained in this Agreement that by
their terms apply or are to be performed in whole or in part after the Effective
Time.

Section 9.02 Modification or Amendment. Subject to the
provisions of the applicable Laws, at any time prior to the Effective Time, the
Parties hereto may modify or amend this Agreement, by written agreement executed
and delivered by duly authorized officers of the respective Parties.

Section 9.03 Waiver of Conditions. The conditions to each of
the Parties153 obligations to consummate the Merger are for the sole benefit of
such Party and may be waived by such Party in whole or in part to the extent
permitted by applicable Laws.

Section 9.04 Notices. All notices and other communications in
connection with this Agreement shall be in writing and shall be deemed given if
delivered personally, sent via facsimile or email (with confirmation), mailed by
registered or certified mail (return receipt requested) or delivered by an
express courier (with confirmation) to the Parties at the following addresses
(or at such other address for a party as shall be specified by like notice):

If to Purchaser or Merger Sub, to:

UnionBanCal Corporation

400 California Street

San Francisco, California 94104

Attention:		Todd H. Baker, EVP and Strategy Director,
		Corporate Strategy & Development, Union Bank, N.A.
Facsimile:		(415) 765-2950
Email:		todd.baker@unionbank.com

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with copies to:

UnionBanCal Corporation

445 South Figueroa Street, 12th Floor

MC G12-300 Los Angeles, CA 90071-1602

Attention:		Mark T. Gillett, SVP and Senior Counsel,
		Union Bank, N.A.
Facsimile:		(213) 236-7575
Email:		mark.gillett@unionbank.com

and

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention:		H. Rodgin Cohen
		Donald J. Toumey
Facsimile:		(212) 558-3588
Email:		cohenhr@sullcrom.com
		toumeyd@sullcrom.com

If to the Company, to:

Pacific Capital Bancorp

1021 Anacapa Street, 3^rd Floor

Santa Barbara, California 93101

Attention:		Carl B. Webb, Chief Executive Officer
Facsimile:		(805) 882-3888

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:		Edward D. Herlihy
		Lawrence S. Makow
Facsimile:		(212) 403-2000
Email:		EDHerlihy@wlrk.com
		LSMakow@wlrk.com

Section 9.05 Counterparts. This Agreement may be executed in
two (2) or more counterparts (including by facsimile or other electronic means),
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the Parties and
delivered to the other Party, it being understood that each Party need not sign
the same counterpart.

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Section 9.06 Entire Agreement. This Agreement (including any
exhibits hereto, the documents and the instruments referred to in this
Agreement) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the Parties with respect to the
subject matter of this Agreement, other than the Confidentiality Agreement and
the Non-Disclosure Agreement.

Section 9.07 Severability. If any provision of this Agreement
or the application thereof to any person or circumstance is determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, will remain in full force and effect and will in no way be
affected, impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such determination, the parties will
negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.

Section 9.08 Governing Law; Jurisdiction. This Agreement shall
be governed and construed in accordance with the laws of the State of New York
applicable to contracts made and entirely to be performed within such state,
without regard to any applicable conflicts of law principles that would require
the application of the laws of any other jurisdiction; provided that
the DGCL, including the provisions thereof governing the fiduciary duties of
directors of a Delaware corporation, shall govern as applicable. The Parties
hereto agree that any suit, action or proceeding brought by either Party to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby, whether in tort or
contract or at law or in equity, exclusively, in the United States District
Court for the Southern District of New York. Each of the Parties hereto
irrevocably submits to the exclusive jurisdiction of such court in any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising out of, or in connection with, this Agreement or the transactions
contemplated hereby and hereby irrevocably waives the benefit of jurisdiction
derived from present or future domicile or otherwise in such action or
proceeding. Each Party hereto irrevocably waives, to the fullest extent
permitted by Law, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding in such court or that any
such suit, action or proceeding brought in such court has been brought in an
inconvenient forum or that such Party is not subject to personal jurisdiction in
such court.

Section 9.09 Waiver of Jury Trial. Each Party hereto
acknowledges and agrees that any controversy that may arise under this Agreement
is likely to involve complicated and difficult issues, and therefore each Party
hereby irrevocably and unconditionally waives any right such Party may have to a
trial by jury in respect of any litigation, directly or indirectly, arising out
of, or relating to, this Agreement, or the transactions contemplated by this
Agreement. Each Party certifies and acknowledges that (a) no representative,
agent or attorney of any other Party has represented, expressly or otherwise,
that such other Party would not, in the event of litigation, seek to enforce the
foregoing waiver, (b) each Party understands and has considered the implications
of this waiver, (c) each Party makes this waiver voluntarily and (d) each Party
has been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section 9.09.

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Section 9.10 Publicity. Neither the Company nor Purchaser
shall, and neither the Company nor Purchaser shall permit any of its
Subsidiaries or their respective Representatives to, issue or cause the
publication of any press release or other public announcement with respect to,
or otherwise make any public statement, or, except as otherwise specifically
provided in this Agreement, any disclosure of nonpublic information to a third
party, concerning, the transactions contemplated by this Agreement without the
prior consent (which shall not be unreasonably withheld or delayed) of
Purchaser, in the case of a proposed announcement, statement or disclosure by
the Company or its Subsidiaries or their respective Representatives, or the
Company, in the case of a proposed announcement, statement or disclosure by
Purchaser or its Subsidiaries or their respective Representatives;
provided, however, that either Party may, without the prior
consent of the other Party (but after prior consultation with the other Party to
the extent practicable under the circumstances) issue or cause the publication
of any press release or other public announcement to the extent required by Law
or by the rules and regulations of NASDAQ or the New York Stock Exchange.

Section 9.11 Assignment; Third-Party Beneficiaries. Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned by either of the Parties (whether by operation of
law or otherwise) without the prior written consent of the other Party (which
shall not be unreasonably withheld or delayed). Any attempted or purported
assignment in contravention hereof shall be null and void. Subject to the
preceding sentence, this Agreement shall be binding upon, inure to the benefit
of and be enforceable by each of the Parties and their respective successors and
assigns. Except for Section 6.04, which is intended to benefit each Indemnified
Party and his or her heirs and representatives, this Agreement (including the
documents and instruments referred to in this Agreement) is not intended to and
does not confer upon any person other than the Parties hereto any rights or
remedies under this Agreement including, without limitation, the right to rely
upon the representations and warranties set forth herein.

Section 9.12 Specific Performance. The Parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms. It is
accordingly agreed that the Parties shall be entitled to seek specific
performance of the terms hereof, this being in addition to any other remedies to
which they are entitled at law or equity, in tort or any other claims.

Section 9.13 Definitions. The following terms, as used herein,
have the following meanings:

“Acquisition Proposal” means (i) any proposal or offer with respect to
a merger, joint venture, partnership, consolidation, dissolution, liquidation,
tender offer, recapitalization, reorganization, share exchange, business
combination or similar transaction involving the Company or any of its
Subsidiaries and (ii) any acquisition by any Person resulting in, or proposal or
offer, which if consummated would result in, any Person becoming the beneficial
owner of directly or indirectly, in one or a series of related transactions, 15%
or more of the total voting power or of any class of equity securities of the
Company or those of any of its

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Subsidiaries, or 15% or more of the consolidated total assets (including,
without limitation, equity securities of its Subsidiaries) of the Company, in
each case other than the transactions contemplated by this Agreement.

“Affiliate” shall mean, with respect to a Person, those other Persons
that, directly or indirectly, control, are controlled by or are under common
control with such Person; for purposes of this definition, “control” (including,
with correlative meanings, the terms “controlled by” or “under common control
with”), as applied to any person, means the possession, directly or indirectly,
of (i) ownership, control or power to vote twenty-five percent (25%) or more of
the outstanding shares of any class of voting securities of such person, (ii)
control, in any manner, over the election of a majority of the directors,
trustees or general partners (or individuals exercising similar functions) of
such person or (iii) the power to exercise a controlling influence over the
management or policies of such person as determined by the Federal Reserve;
provided, however, neither the Company nor any of its
Affiliates shall be deemed an Affiliate of Purchaser, or Purchaser153s ultimate
parent company, or any of their respective Subsidiaries for purposes of this
Agreement prior to the Effective Time and neither Purchaser nor any of its
Affiliates shall be deemed an Affiliate of the Company or its Subsidiaries for
purposes of this Agreement prior to the Effective Time.

“Contract” shall mean any agreement, contract, instrument, guarantee,
undertaking, lease, note, mortgage, indenture, license or other legally binding
commitment or obligation, whether written or oral.

“Encumbrance” shall mean any mortgage, lien, pledge, charge, security
interest, easement, covenant, or other restriction or title matter or
encumbrance of any kind in respect of such asset but specifically excludes (a)
specified encumbrances described in Section 9.13 of the Company Disclosure
Schedule; (b) encumbrances for current Taxes or other governmental charges not
yet due and payable, or the validity or amount of which is being contested in
good faith by appropriate proceedings and are reflected on or specifically
reserved against or otherwise disclosed in the Financial Statements; (c)
mechanics153, carriers153, workmen153s, repairmen153s or other like encumbrances arising
or incurred in the ordinary course of business consistent with past practice
relating to obligations as to which there is no default on the part of the
Company, or the validity or amount of which is being contested in good faith by
appropriate proceedings and are reflected on or specifically reserved against or
otherwise disclosed in the Financial Statements; and (d) other encumbrances that
do not, individually or in the aggregate, materially impair the continued use,
operation, value or marketability of the specific parcel of Owned Real Property
to which they relate or the conduct of the business of the Company and its
Subsidiaries as presently conducted.

“Excluded Shares” means Shares owned by Purchaser, the Company or any
direct or indirect wholly owned subsidiary of Purchaser or the Company, in each
case not held (i) in trust accounts (including grantor or rabbi trust accounts),
managed accounts and the like, or otherwise held in a fiduciary or agency
capacity, that are beneficially owned by third parties or (ii) in respect of a
debt previously contracted.

“GAAP” shall mean U.S. generally accepted accounting principles.

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“Governmental Entity” shall mean any federal, state, local, foreign or
supranational court, tribunal, arbitral or administrative agency or commission
or other governmental authority or instrumentality.

“Knowledge” shall mean the actual knowledge of any of the officers of
the Company or one of its Subsidiaries listed on Section 9.13 of the Company
Disclosure Schedule, after reasonable inquiry.

“Laws” shall mean any federal, state, local or foreign law, common
law, statute, code, ordinance, rule or regulation issued, promulgated, entered
or authorized by any Governmental Entity.

“Material Adverse Effect” shall mean any fact, event, change,
condition, occurrence, development, circumstance, effect or state of facts that:

(i) individually or in the aggregate, has been, or would reasonably be
expected to be, materially adverse to the business, assets, results of
operations or financial condition of the Company and its Subsidiaries, in each
case taken as a whole; provided, however, that no fact, event,
change, condition, occurrence, development, circumstance, effect or state of
facts to the extent resulting from any of the following shall be considered in
determining whether a Material Adverse Effect has occurred or is in existence:

(1) the entry into or announcement of the execution of this Agreement or
compliance by the Company with the terms of this Agreement,

(2) changes, after the date hereof, in Laws, rules and regulations of general
applicability, or of general applicability to banks or their holding companies,
or interpretations thereof by Governmental Entities, including any change in
GAAP or regulatory accounting requirements,

(3) changes in the economy or financial markets, generally, in the United
States,

(4) changes in economic, business or financial conditions generally affecting
the banking industry,

(5) a decline in the price of the Common Stock on NASDAQ, provided
that the exception in this clause shall not prevent or otherwise affect a
determination that any change, effect, circumstance or development underlying
such decline has resulted in, or contributed to, a Material Adverse Effect, or

(6) any outbreak or escalation of hostilities, declared or undeclared acts of
war or terrorism;

provided that the foregoing clauses (2), (3) and (4) and (6) shall
not apply to the extent such fact, event, change, condition, occurrence,
development, circumstance, effect, action, omission or state of facts of the
type referred to therein, has a disproportionate impact on the business, assets,
results of operations or financial condition of the Company and its Subsidiaries
compared to other comparable companies within the banking industry, or

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(ii) prevents, materially delays or materially impairs the ability of the
Company to perform its obligations under this Agreement or to consummate the
Merger.

“Order” means any order, writ, injunction, decree, judgment, ruling,
arbitration award or stipulation issued, promulgated or entered into by or with
any Governmental Entity.

“Person” shall mean any individual, corporation (including
not-for-profit), general or limited partnership, limited liability company,
joint venture, estate, trust, association, organization, Governmental Entity or
other entity of any kind or nature.

“Purchaser Material Adverse Effect” shall mean any fact, event,
change, condition, occurrence, development, circumstance, effect or state of
facts that prevents, materially delays or materially impairs the ability of
Purchaser or Merger Sub to perform their respective obligations under this
Agreement or to consummate the Merger.

“SRO” means any industry self-regulatory organization.

“Subsidiary” shall, when used with respect to either party, have the
meaning ascribed to it in Section 2(d) of the BHCA.

“Superior Proposal” means an unsolicited bona fide Acquisition
Proposal that would result in any Person becoming the beneficial owner, directly
or indirectly, more than 50% of the assets (on a consolidated basis) or more
than 50% of the total voting power of the equity securities of the Company that
the Company Board has determined in its good faith judgment is reasonably likely
to be consummated in accordance with its terms, taking into account all legal,
financial and regulatory aspects of the proposal and the Person making the
proposal, and if consummated, would result in a transaction more favorable to
the Company153s stockholders from a financial point of view than the transaction
contemplated by this Agreement (after taking into account any revisions to the
terms of the transaction contemplated by Section 6.06(d) of this Agreement
pursuant to Section 6.06(d) and the time likely to be required to consummate
such Acquisition Proposal).

“Tax Return” shall mean any return, report, information return or
other document (including any related or supporting information) required to be
filed with any taxing authority with respect to Taxes, including, without
limitation, any claims for refunds of Taxes and any amendments or supplements to
any of the foregoing.

“Taxes” shall mean all taxes, charges, levies, penalties or other
assessments imposed by any United States federal, state, local or foreign taxing
authority, including any income, excise, property, sales, transfer, franchise,
payroll, withholding, social security, abandoned or unclaimed property or other
taxes, together with any interest, penalties or additions to tax attributable
thereto.

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Section 9.14 Other Definitional Provisions. Unless the express
context otherwise requires:

(a) the words “hereof,” “herein,” and “hereunder” and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement;

(b) the terms defined in the singular have a comparable meaning when used in
the plural, and vice versa;

(c) the terms “Dollars” and “$” mean United States Dollars;

(d) references herein to a specific Section, Subsection or Exhibit shall
refer, respectively, to Sections, Subsections or Exhibits of this Agreement; and

(e) wherever the word “include,” “includes,” or “including” is used in this
Agreement, it shall be deemed to be followed by the words “without limitation.”

(f) references herein to any statute, law, code, regulation or treaty shall
be deemed to include any amendments thereto from time to time or any successor
statute, law, code, regulation, treaty or protocol thereof and any the rules and
regulations promulgated thereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed by their respective officers thereunto duly authorized as of the
date first above written.

UNIONBANCAL CORPORATION
By:		/s/ Masashi Oka
Name:		Masashi Oka
Title:		President and Chief Executive Officer
PEBBLE MERGER SUB INC.
By:		/s/ John Woods
Name:		John Woods
Title:		Chairman and President
PACIFIC CAPITAL BANCORP
By:		/s/ Carl B. Webb
Name:		Carl B. Webb
Title:		CEO

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EXHIBIT A

Form of Certificate of Incorporation

CERTIFICATE OF INCORPORATION

OF

PACIFIC CAPITAL BANCORP

1. Name. The name of the corporation is Pacific Capital Bancorp (the
“Corporation“).

2. Address; Registered Office and Agent. The address of the
corporation153s registered office in the State of Delaware is Corporation Service
Company, 2711 Centerville Road, Wilmington, County of New Castle, DE 19808. The
name of its registered agent at such address is Corporation Service Company.

3. Purposes. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law (the “DGCL“).

4. Number of Shares. The total number of shares of stock that the
Corporation shall have authority to issue is 1,000, all of which shall be shares
of Common Stock with the par value of $0.001 per share.

5. Name and Mailing Address of Incorporator. The name and mailing
address of the sole incorporator is Christine M. Sontag, 20 East Carrillo
Street, Santa Barbara, California 93101.

6. Election of Directors. Unless and except to the extent that the
By-Laws of the Corporation (the “By-Laws“) shall so require, the election
of directors of the Corporation need not be by written ballot.

7. Limitation of Liability.

(a) To the fullest extent permitted under the DGCL, as amended from time to
time, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

(b) Any amendment or repeal of Section 7(a) shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment or repeal.

8. Adoption, Amendment or Repeal of By-Laws. The board of directors of
the Corporation is expressly authorized to adopt, amend or repeal the By-Laws.

9. Certificate Amendments. The Corporation reserves the right at any
time, and from time to time, to amend or repeal any provision contained in this
Certificate of Incorporation, and add other provisions authorized by the laws of
the State of Delaware at the time in force, in the manner now or hereafter
prescribed by applicable law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation (as amended) are
granted subject to the rights reserved in this Article.

-A-1-

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EXHIBIT B

Form of Written Consent

WRITTEN CONSENT

OF STOCKHOLDERS OF

PACIFIC CAPITAL BANCORP IN LIEU OF MEETING

Pursuant to, and in accordance with, the provisions of Section 228 and
Section 251 of the General Corporation Law of the State of Delaware, and Section
10 of Article II of the Bylaws of Pacific Capital Bancorp, a Delaware
corporation (the “Company“), the undersigned, as the record holder of
25,000,000 shares of the common stock, par value $0.001 per share, of the
Company, does hereby irrevocably consent to, approve and adopt the following
resolution:

WHEREAS, the Board of Directors of the Company has approved and declared
advisable the Merger Agreement (as defined below) and has directed that the
Merger Agreement be submitted to the stockholders of the Company for their
adoption;

NOW THEREFORE, BE IT:

RESOLVED, that the Agreement and Plan of Merger, dated as of March 9, 2012,
among UnionBanCal Corporation, a Delaware corporation (“Purchaser“),
Pebble Merger Sub Inc., a Delaware corporation and a direct wholly owned
subsidiary of Purchaser, and the Company, in the form attached to this consent
(the “Merger Agreement“), be, and it hereby is, consented to, approved
and adopted in all respects.

RESOLVED, further, that the Merger (as defined in the Merger Agreement) and
the other transactions contemplated by the Merger Agreement be, and hereby are,
consented to, approved and adopted in all respects.

RESOLVED, further, that all actions heretofore taken by the Board of
Directors and officers of the Company in connection with the Merger Agreement,
the Merger and the other transactions contemplated by the Merger Agreement be,
and hereby are, consented to, approved and adopted in all respects.

-B-1-

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IN WITNESS WHEREOF, the undersigned has executed this instrument.

				SB ACQUISITION COMPANY LLC
				By:		Ford Financial Fund, L.P., its sole member
				By:		Ford Management, L.P., its general partner
				By:		Ford Ultimate Management, LLC, its general partner
				By:		2009 TCRT, its sole member
Dated:				By:
				Name:		Gerald J. Ford
				Title:		Trustee

-B-2-