purchase and assumption agreement whole bank all deposits - FDIC

SCHEDULE 3.2- Purchase Price of Assets or assets
(a) cash and receivables from depository
institutions, including cash items in the
process ofcollection, plus
interest thereon:
(b) securities (exclusive ofthe capital stock of
Acquired Subsidiaries), plus interest
thereon:
(c) federal funds sold and repurchase
agreements, ifany, including interest
thereon:
(d) Loans:
(e) credit card business, ifany, including all
outstanding extensions ofcredit and
offensive litigation, but excluding any class
action lawsuits related to the credit card
business:
(f) Safe Deposit Boxes and related business,
safekeeping business and trust business, if
any:
(g) Records and other documents:
(h) capital stock ofany Acquired Subsidiaries:
(i) amounts owed to the Failed Bank by any
Acquired Subsidiary:
(j) assets securing Deposits ofpublic money,
to the extent not otherwise purchased
hereunder:
(k) Overdrafts ofcustomers:
(1) rights, ifany, with respect to Qualified
Financial Contracts:
Book Value
Fair Market Value
[As provided in Section 3.2(b)]
Book Value
Book Value
Book Value
Book Value
Book Value
Book Value
Book Value
Book Value
Book Value
Fair Market Value
[As provided in Exhibit 3.2(c)]
Whole Bank P&A w/Loss Sharing Alliance Bank
42
February 6, 2009 Culver City, CA