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									DRAFT COPY                                                     Merger Guidelines
                                                         Federal Reserve Bank of Atlanta

Legal / Operational Merger date:

Conference Call:

To facilitate your merger transition, please submit detailed responses to the Federal Reserve Bank of Atlanta at least two weeks prior to the effective merger date
for each item that applies to the merging institutions.

Please address your response and any general questions to:

Federal Reserve Bank of Atlanta
Financial Management and Planning Department
1000 Peachtree Street
Atlanta, GA 30309

6th District Merger Contacts: Velma Ross, Atlanta Office Phone-- 404-498-8356 Email-velma.ross@atl.frb.org
Kelli Slaughter, Nashville, New Orleans & Birmingham Offices--404-498-7864 Email-kelli.slaughter@atl.frb.org
Steron Moore-Lundy, Miami, Jacksonville Offices --404-498-8845, Email-steron.Moore-Lundy@atl.frb.org
For mergers involving depository institutions with domestic assets greater than $1.0 billion, the Federal Reserve Bank of Atlanta recommends that the depository
institutions meet with the appropriate staff of this Bank to ensure a smooth transition. Please contact Ms. Janice Blackwell to arrange such a meeting at 404-498-

Specific Issues:
In your response, please address all of the items that apply. If an item does not apply, please denote that fact with NA or indicate a date when information will be
forwarded to the Reserve Bank. Please note that if there is more than one non-surviving institution, your response should address each of them.

                                                               Confidential      Page 1 6/16/2011

                                                                                                                                                          June 16, 2011
                                                                                                                                         Federal Reserve Bank of Atlanta
                                                                        Merger Guidelines Matrix
                                                                     Federal Reserve Bank of Atlanta
    Merger Issues                                                                                                               Federal               Depository Institution
                                                                                                                                Reserve               Merger Issue Responses
1   Regulatory Approval: Federal Reserve Bank (FRB) policy states that system changes will be made only after the                    Banking
    merger has been officially approved by all appropriate authorities and evidence of this approval has been received by the    Supervision and
    FRB.                                                                                                                         Regulation Dept.
                                                                                                                                  (404) 498-7265
                                                                                                                                  (404) 498-8262

2   Survivor and Non-survivor Information:                                                                                      Research Dept. -
                                                                                                                                Statistics Division   Survivor:
    Disposition of Non-Survivor Account(s): Depository institutions are expected to close the non-survivor account(s) or         (404) 498-8819       Bank Name
    convert it to a subaccount(s) at the effective date of the merger.                                                                                Address
                                                                                                                                    Atlanta ,
    An Accounting Information Services (AIS) Agreement will be required for changes in the provision of accounting                Jacksonville.,      R/T
    information services to the master account and/or any subaccounts.                                                            Birmingham,         RSSD-ID
                                                                                                                                    Nashville,        Non-Survivor:
    Institutions may elect to leave the non-survivor account(s) open for a transition period of up to one year following the    New Orleans &
                                                                                                                                                      Bank Name
    merger date. The alternative of leaving the non-survivor account(s) open is offered as an accommodation for exception            Miami
                                                                                                                                    Financial         Address
    situations. As such, each non-survivor account held open will need to be managed as an independent account for the
    duration of the transition period.                                                                                          Management and        R/T’s
                                                                                                                                 Planning Dept.
                                                                                                                                 (404) 498-8356
    Will the non-survivor’s name change? If there is a name change, please list                                                                       Non-Survivor does/does not have a Master Account with the
                                                                                                                                                      Federal Reserve Bank. This account will be closed on
    in this section.                                                                                                                                  mm/dd/yy and the balance transferred to ____. OR The
                                                                                                                                                      account will be converted to a Sub-Account on mm/dd/yy.
                                                                                                                                                      Identify any other or old RTNs used
3   Merger Contacts:                                                                                                                Atlanta ,
                                                                                                                                  Jacksonville.,      Bank Name
                                                                                                                                 Birmingham,          Address
                                                                                                                                   Nashville,         R/T
                                                                                                                                 New Orleans &        Contact:
                                                                                                                                    Financial         Fax
                                                                                                                                Management and        E-Mail
                                                                                                                                 Planning Dept.
                                                                                                                                 (404) 498-8356       Non-Survivor:
                                                                                                                                                      Bank Name

                                                                                 Confidential           Page 2 6/16/2011
    Merger Issues                                                                                                                 Federal                Depository Institution
                                                                                                                                  Reserve                Merger Issue Responses
                                                                                                                                                         Legal merger will take place at the Opening / Closing of
4   Legal Date of Merger: Provide the merger date, indicating whether it is effective as of the opening or the close of                Financial         Business on mm/dd/yy. The Operational merger will / will
    business.                                                                                                                      Management and        not take place at that time it is scheduled for MM/DD/YY.
                                                                                                                                    Planning Dept.
                                                                                                                                    (404) 498-8356

5   Structure Changes of Survivor: Provide a complete, post-merger list of branches if the survivor is a bank. If either            Research Dept. /
    the survivor or non-survivor is an affiliate of a bank holding company, the bank holding company is required to report         Statistics Division
    The Bank Holding Company Report of Changes in Investments and Activities (FR Y-10) within 30 days of the effective              (404) 498-8819
    merger date.
                                                                                                                                                         The Non-Survivor does / does not hold capital stock. The
6   Federal Reserve Bank Stock (for State Member or National Banks only): All Federal Reserve Stock must be held at               Banking Supervision    ______ shares of stock will be surrendered by the non-
    the FRB where the surviving account is located.                                                                               and Regulation Dept.   survivor on mm/dd/yy.
                                                                                                                                    (404) 498-7265
                                                                                                                                                         The Survivor (if a stockholder) will purchase additional
                                                                                                                                       Financial         shares at that time. Forms will be sent to:_____________.
                                                                                                                                   Management and         (The Non-Survivor's stock must be cancelled and the
                                                                                                                                    Planning Dept.       Survivor must calculate the shares of stock required and
                                                                                                                                    (404) 498-8837       purchase additional shares. FRB Stock is not transferable.)

7   Regulatory Reports: For bank mergers only, indicate whether the merger will be a purchase acquisition or a pooling of           Research Dept. /
    interests. The survivor will file regulatory reports on a combined basis (Consolidated Reports of Condition and                Statistics Division
    Income, Report of Selected Assets, Report of Deposits - FR 2900 or FR 2910, etc.) on the first day the DI is a                  (404) 498-8819
    combined entity. The survivor and the non-survivor should file separately on the day of the merger if it is effective as of
    the close of business and should file on a combined basis if it is effective as of the opening of business. See Item 8,
    Required Reserves for additional information on deposits reporting and reserves maintenance.
                                                                                                                                                         The non-Survivor_____________ ABA_______________
8   Reserve Requirement: Effective the date of the merger, the merged entity will file one consolidated FR2900 report                  Atlanta ,
    and balances held in the survivor’s master account will be responsible for satisfying the consolidated reserve                   Jacksonville        Does/does not have a pass-thru relationship for Reserves.
    requirement. The survivor will need to consider the vault cash of the non-survivor(s) when determining the merged                Brmingham,
    entity’s reserve position for the maintenance period immediately following the merger date. The survivor will receive             Nashville,         If a pass-thru exists, please provide instructions:
    one reserve liability exemption and one low reserve tranche adjustment. Consult your Reserve Maintenance Manual for            New Orleans &
    further instructions regarding calculating reserve requirements after the merger date.                                              Miami
                                                                                                                                   Management and
                                                                                                                                    Planning Dept.
                                                                                                                                    (404) 498-8356

                                                                                  Confidential           Page 3 6/16/2011
     Merger Issues                                                                                                                 Federal               Depository Institution
                                                                                                                                   Reserve               Merger Issue Responses

9    Clearing Balance Requirements / Earnings Credits: The merged entity will be allowed to maintain one clearing                      Atlanta ,
     balance requirement in the survivor’s master account. Clearing balance requirements are not established or maintained           Jacksonville        The Non-survivors clearing balance of $____ should be
     for subaccounts. The surviving entity may wish to establish or increase a clearing balance requirement to compensate            Birmingham,         removed on mm/dd/yy (the beginning of the maintenance
     for the loss of earnings credits accrued from a non-survivor’s clearing balance requirement.                                     Nashville,         period in which the merger will occur.)
                                                                                                                                    New Orleans &        There will / will not be a change to the clearing balance of the
     A one-time transfer of excess earnings credits from the non-survivor to the survivor will be made at the time the non-             Miami            Survivor.
     survivor’s account is closed or converted to a subaccount.
     If the non-surviving account is held open for a transition period following the merger, clearing balance requirements of      Management and        Earnings credits should be transferred to (ABA)
     the non-survivor should be maintained for the duration of the transition period.                                               Planning Dept.
                                                                                                                                    (404) 498-8356
     As-of adjustments generated in the non-survivor account(s) may not be transferred to the survivor’s master account or
     vice versa during the transition period.

     Earnings credits accrued in each transition account will be used to offset service charges settled in the same account.

     Excess earnings credits may not be transferred between the surviving and non-surviving account(s) during the transition

10   Daylight Overdraft Monitoring/Cap Category: The merged entity will have a single net debit cap defining its intra              Atlanta Credit and
     day credit capacity. A review of the cap category is required by the surviving institution prior to the merger and, if         Risk Management
     necessary, a resolution to establish a new cap (additional intra-day credit capacity) should be submitted. In order to               Dept.
     establish the net debit cap for the merged entity, the survivor needs to submit a consolidated pro-forma statement of risk-     (404) 498-7390
     based capital. The consolidated net debit cap for the merged entity will become effective at the beginning of the
     maintenance period following the merger date.
         If the non-surviving account is held open for a transition period following the merger, the survivor’s and the non-
     survivor’s account balances will be combined for ex-post monitoring and pricing of intra-day credit under the survivor’s
     cap category. The account balances of the survivor and non-survivor(s) will be treated separately for real-time intra-day
     monitoring via the Federal Reserve’s Account Balance Monitoring System (ABMS).

11   Overnight Overdraft Monitoring:                 The monitoring and, as necessary, assessment of overnight overdraft            Atlanta Credit and
     penalty charges for the merged entity will occur in the survivor’s master account.                                             Risk Management
        If a non-surviving account is held open for a transition period following the merger, the survivor’s and non-survivor’s           Dept
     account balances will be monitored separately. In these situations, institutions are expected to manage each individual         (404) 498-7390
     account balance to a positive end-of-day position.

12   Discount Window: Provide instructions for discount window collateral. Only the survivor can borrow, and it can only            Atlanta Credit and
     borrow from the Reserve Bank holding the surviving account. Interstate Branch Banks hold open a “Transition” account           Risk Management
     to accommodate the merger. Transition accounts may remain open for up to twelve months after consolidation. Review             Dept. (404) 498-
     all loan documents and, if necessary, execute new agreements. If there is a change in charter, new agreements are                    7390

                                                                                   Confidential           Page 4 6/16/2011
      Merger Issues                                                                                                               Federal            Depository Institution
                                                                                                                                  Reserve            Merger Issue Responses

13    Billing Arrangements: Charges for fee-based and priced Federal Reserve services are accumulated on a monthly cycle              Atlanta ,
      and assessed on a lagged basis. Institutions need to consider alternatives and, as necessary, provide instructions on the     Jacksonville ,   The non-survivors billing charges for the month of ______
      disposition of service charges generated, but not yet assessed, for the non-survivor account.                                 Birmingham,      will be charged to ___________.
                                                                                                                                   New Orleans &     The Statement should be delivered via FedMail / Fedline to
                                                                                                                                       Miami         ABA __________.
                                                                                                                                   FRB KANSAS

14    Correspondent/Respondents Settlement Arrangements: Instructions concerning the disposition of existing tri-party                Atlanta,
      settlement agreements (arrangements) involving the non-survivor, other depository institutions and the Federal Reserve        Jacksonville,    The non-Survivor currently settles through
      are required. The three types of settlement arrangements, to which the non-survivor may be a party, involve settlement        Birmingham,      ABA _____________, this will continue / discontinue
      for Federal Reserve payment transactions, service charges, and pass-through reserve requirements. This section deals           Nashville,      effective mm/dd/yy. If discontinued, the non-survivor will
      specifically with payment transaction and service charge (billing) settlement arrangements. For information on pass-         New Orleans &     settle through ________________
      through arrangements, see the section on Reserve Requirements.                                                                   Miami

                                                                                                                                  Management and
                                                                                                                                   Planning Dept.
                                                                                                                                   (404) 498-8356

                                                                                                                                  FRB Kansas City
15*   Fedline: Indicate the status and location of the Fedline terminal(s) for the non-survivor after the effective date of the
      merger.                                                                                                                      800-333-2690      The Non-Survivor does / does not have a fedline terminal.
                                                                                                                                                     The L-term is _________.
      FedLine Web: Indicate what will occur with the Fedline Web access once the non-survivor have merged.
                                                                                                                                                      The terminal will be disconnected on mm/dd/yy.
                                                                                                                                                      We request that the Fedline terminal be re-configured for
                                                                                                                                                         Survivor ABA to the following Lterm___
                                                                                                                                                      The Fedline Security Administrator will be _______.
                                                                                                                                                          Please send the new configuration diskette and any
                                                                                                                                                          other necessary materials associated with Fedline to this
                                                                                                                                                      What will occur with the Fedline Web access of the non-
                                                                                                                                                         survivor ?

                                                                                      Confidential           Page 5 6/16/2011
     Merger Issues                                                                                                                  Federal               Depository Institution
                                                                                                                                    Reserve               Merger Issue Responses
16   Funds Transfer: Non-surviving accounts may continue to process funds transfers until the non-surviving account is               Funds Transfer
     closed. Funds transfers may also be consolidated in the surviving account while the non-surviving account remains              FRB Kansas City       OR
     open. Provide instructions regarding the termination of the non-survivor’s funds transfer activity and third-party service      1-800-333-2448        Effective opening of business mm/dd/yy, please reroute all
     provider relationships if these activities will be restricted to the surviving ABA. If non-surviving accounts are closed,                                 incoming wires for the non-survivor ABA to Survivor
     funds transfers may be rejected back to the sender immediately or may be delivered and settled in the surviving account                                   ABA, Fedline Terminal, Lterm # ______ for a period
     temporarily. After that time, all funds transfers will reject to the sender.                                                                              not to exceed ________ calendar days.
                                                                                                                                                           All outgoing wires with the non-survivor ABA will cease to
                                                                                                                                                               be created as of close of business mm/dd/yy.
                                                                                                                                                           During the grace period settlement for all rerouted wires
                                                                                                                                                              should be made to the survivors account.

                                                                                                                                                          Sub-Account Conversions:
                                                                                                                                                           The survivor (Master account) wants to send and receive
                                                                                                                                                               wires for the non-survivor (Subaccount),.(Service
                                                                                                                                                               Provider arrangement must be in place.)
                                                                                                                                                           We understand that the non-survivor ABA may no longer
17   TT&L: Provide instructions for processing TT&L items after the merger.                                                          TT&L Customer            accept Treasury tax & Loan Deposits.
        If the non-survivor is in a different FR District than the survivor and wants to invest electronic tax payments in a             Service
     note account, the survivor should convert the non-surviving TT&L account into a secondary account. The secondary                                      These deposits will be assumed and consolidated by
                                                                                                                                      (888) 568-7343
     account must be fully collateralized by maintaining acceptable securities with the FRB holding the secondary account. If                                  Survivor Name & ABA.
     the DI elects to maintain a single TT&L account and participates in the note option, it has two alternatives to consider: 1)                          We would like to order Advice of Credit (IRS Form no
     a branch with a non-surviving ABA may process electronic tax payments using its own ABA, but these payments will not                                     2284) forms for the following branches: (if applicable,
     be invested in its TT&L account until the non-surviving account is closed or converted to a subaccount, and 2) a branch                                  list branch address and number)
     with a non-surviving ABA may process TT&L payments using the surviving ABA. To offset the decrease in funds
                                                                                                                                                           Provide instructions to the Bookentry or Definitive
     invested in the note option account, the DI can consider increasing the maximum dollar limit on the TT&L account and
                                                                                                                                                               Safekeeping Unit for transfer of the nonsurvivor’s
     becoming a direct investment participant.
                                                                                                                                                               TT&L collateral. Also, include instructions on the
       If a DI uses a single TT&L account and plans to submit tax payments from branches in multiple districts, it needs to
                                                                                                                                                               transfer of Circular 202 (Vaccounts) and Circular 154 (S
     establish a separate Fedline terminal or voice response connection directly with the FRB of the surviving account to
                                                                                                                                                               accounts), if applicable.
     transmit Advices of Credit to that FRB. FTD coupons should be submitted to the IRS service center that services the
     state where the TT&L account is located..

                                                                                                                                                           Provide instructions regarding the ultimate disposition of
18   Book-Entry Securities: Non-surviving accounts may continue to hold book-entry securities until the account is closed           FRB Kansas City            the non-survivor's book-entry securities.
     or converted to a subaccount. When the non-surviving account is closed, all book-entry securities will be listed under          1-800-333-2448
     the surviving ABA and held at the FRB holding the surviving account. The survivor may have to obtain new pledgee or                                   Any wiring instructions should include the receiving DI’s
     joint-custody agreements to reflect the new ABA and location of the securities, if applicable. We recommend that the                                     ABA number and short name, as well as the account
     survivor inform entities to which the book-entry collateral is pledged of the merger.                                                                    abbreviation or third-party account receiving the
                                                                                                                                                           Provide instructions as to the disposition of the non-
19   Definitive Securities: The surviving entity may continue to hold definitive securities at any Federal Reserve Office.            Credit & Risk            survivor's definitive securities, if applicable.
     This will not change once the new account structure becomes effective. Provide instructions as to the disposition of the         888-500-7390
     non-survivor's definitive securities, if applicable. For securities pledged to Circular No. 176, the survivor must complete
     new agreement forms if not already on file.
                                                                                                                                      FRB New York
20   National Settlement Services (NSS)- If the non-survivor participates in NSS verify the relationships and determine if          (consolidated site)
     the service will be maintained, changed, or terminated. Appropriate agreements forms must be executed                             212-720-8593

                                                                                    Confidential           Page 6 6/16/2011
      Merger Issues                                                                                                                Federal               Depository Institution
                                                                                                                                   Reserve               Merger Issue Responses
21    Noncash Collections: Non-surviving accounts may continue processing coupons sent out by the Federal Reserve to                 Noncash Dept.
      paying agents for collection. Provide instructions stating whether the non-surviving or surviving accounts (or both) will      (904) 632-1170
      function noncash collections. The non-survivor should begin using the survivor’s coupon cash letter one week before the
      non-surviving account is closed (not necessary if the account is left open pending conversion to a subaccount).

22*   Currency and Coin: Non-surviving entities may continue ordering and depositing cash via a non-surviving ABA.                    Local Cash
      Provide a cash contact for the surviving entity and detailed instructions indicating whether 1) the same offices will           Department         Non-Survivor will / will no longer order cash.
      continue cash services, 2) there will be any changes in the method of ordering cash (i.e., Fedline or voice response), and         Atlanta         Method of order will be FedLine / Voice Response. Armored
      3) there will be any changes in the armored carrier service after the merger.                                                  (404) 498-8537      carrier will be _________.
                                                                                                                                     (404) 498-8190      Branch code ____.
      Atlanta (404) 498-8537(404) 498-8190 Birmingham (205) 968-6780 Jacksonville (904) 632-1090                                      Birmingham
      Nashville (615) 251-7140 New Orleans (504) 593-3300 Miami (305) 471-6481                                                      (205) 968-6780
                                                                                                                                       In Florida:
                                                                                                                                   Outside of Florida:
                                                                                                                                     (615) 251-7140
                                                                                                                                      New Orleans
                                                                                                                                     (504) 593-3300
                                                                                                                                     (305) 471-6481
                                                                                                                                       Local Cash
23    Food Coupons: If the non-surviving account remains open, the surviving entity may continue processing food coupons              Department
      through the non-surviving accounts or may consolidate all food coupon transactions in the surviving account. Provide
      instructions on how to process food coupons after the merger.                                                                      Atlanta
                                                                                                                                     (404) 498-8537
                                                                                                                                     (404) 498-8190
                                                                                                                                    (205) 968-6780
                                                                                                                                       In Florida:
                                                                                                                                   Outside of Florida:
                                                                                                                                     (615) 251-7140
                                                                                                                                      New Orleans
                                                                                                                                     (504) 593-3300
                                                                                                                                     (305) 471-6481

24    Savings Bonds: If the non-surviving account remains open, the surviving entity may continue to process savings bonds            Fiscal Agency
      transactions through a non-surviving ABA or may consolidate all activity in the surviving ABA. The ABA number for              (804) 697-8326
      savings bond transactions should be provided. After the non-surviving ABA is closed, the surviving entity may need to          (404) 498-8190
      obtain forms for a requalification as a savings bond issuing and paying agent.

                                                                                    Confidential           Page 7 6/16/2011
      Merger Issues                                                                                                           Federal            Depository Institution
                                                                                                                              Reserve            Merger Issue Responses

25*   ACH: Non-surviving accounts may continue to process ACH transactions. Provide instructions on how to handle ACH           ACH Central
      activity for both the surviving and non-surviving accounts.                                                              1-800-851-7025        Effective with    the files,   ________________
                                                                                                                               (404) 498-8478         (mm/dd/yyyy), the ACH items for the non-survivor
                                                                                                                                                      ABA should be commingled and delivered via Fedline
      AUTOMATED NOTIFICATIONS OF CHANGE: Fed ACH can create automated NOCs from items                                           (404) 498-7978        to _________________ (Survivor Name & ABA), or
      received by a non-survivor or obsolete routing (ABA) number in the case of mergers and acquisitions. These                                      be    delivered to   the   Survivor’s   Processor,
      NOCs can only be created with a "CO2" (Incorrect Routing Number). If any additional changes are needed                                          _______________ (ABA).
      such as "account number", the survivor will still have to initiate the NOCs. There are no charges for this
      service other than the transaction fee.                                                                                                        We understand that steps should be taken immediately
      . OBSOLETE ROUTING NUMBER REPORT: Fed ACH can create a weekly report for a survivor to                                                          to contact all originators and have them convert the non-
      identify items sent to an obsolete or non-survivor Routing (ABA) Number. This report contains the                                               survivor’s      incoming       items    to    that     of
      information necessary for the survivor to create their own NOCs and is delivered to the servicing Reserve                                       _______________________ (Survivor Name & ABA).
      Bank of the survivor Routing (ABA) Number.
                                                                                                                                                     The transmission of the ACH advices for the non-
      . SETTLEMENT AND BILLING ROLL-UP FEATURE: You may wish to have the settlement and service                                                       survivor       ABA       will     be    sent     to
      billing fees rolled up to the account of the survivor or head office Routing (ABA) Number. If you choose this                                   ____________________________ (Survivor Name)
      option, there will NOT be separate accounting entries, advices, or billing statements created for the nonsurvivor.                              ___________________ (Survivor’s ABA). Advices
      . NOTIFICATION OF “MERGER” ON THE COMPOSITE RECEIVER FILE (CRF): You may have                                                                   will be suppressed if settlement and billing rollup
      the "merged" status of a non-survivor routing (ABA) number indicated in the system-wide "Composite                                              feature is selected. Page 5 of the ACH Agreement is
      Receiver File" used by many originators, including Treasury, to determine the correct routing (ABA) number                                      enclosed.
      for any ACH participant. If you choose this option, originators may begin sending ACH items to the surviving
      routing (ABA) number based on the information contained in the CRF without changing account numbers.
      Please verify no "posting" problems occur that are associated with the Routing (ABA) Number change.                                            Effective with the delivery of the first file, settlement
      You must be able to post items by account number only.                                                                                          for debits and credits pertaining to ACH services should
                                                                                                                                                      be made to the Survivor’s ABA____________, or the
      . DELETION OF OBSOLETE ROUTING NUMBER: If you decide to delete a non-survivor or obsolete                                                       survivor’s correspondent account_______________.
      routing (ABA) number (volume is "0" or an acceptable level that you feel warrants deletion), you may choose
      this option. If this non-survivor or obsolete routing (ABA) number is deleted, ANY items (both commercial                                      Check here to have all sending points of the survivor
      and government; debits and credits) will be rejected by the ACH operator and returned to the originating                                        added to the non-survivor_________. Check here if no
      institution with an "R-13" reason code. Because of the serious consequences of this option, we strongly                                         items will be originated using the non-survivor’s
      recommend that you exhaust all efforts to notify any originators of items to a routing (ABA) number before you                                  ABA_____.
      delete a routing (ABA) number that is still receiving any ACH items.

                                                                                                                                                     Non-Survivor’s name, address, contact and phone will
                                                                                                                                                      be changed to the same as the Survivor, or list them

                                                                                                                                                    We would like the following changes to be made:
                                                                                                                                                 (Select from the options listed in the left column.)

                                                                                    Confidential           Page 8 6/16/2011
      Merger Issues                                                                                                                   Federal               Depository Institution
                                                                                                                                      Reserve               Merger Issue Responses
26*                                                                                                                                                          Effective with the work of ____________, all inclearing,
      Checks, Adjustments, and Returns:                                                                                                    Atlanta               return and adjustment items are to be delivered to
                                                                                                                                        (404) 498-8313           ________________. (Also indicate if the items should
      Provide instructions on how the following will be handled for the surviving and non-surviving institutions: forward
                                                                                                                                                                 be commingled or separately sorted.)
      check deposits, inclearing presentments, image deliverables, adjustments and return items (charge-backs).                       Birmingham (205)
      Provide instructions on any electronic check presentments (MICR Presentment Service, Truncation Service, etc.) being                                   We will continue to deposit the transit items for the non-
                                                                                                                                         Jacksonville           survivor ABA through Survivor Name & ABA.
      received by either the survivor or non-survivor. Address any Check Imaging requirements in this section.                            In Florida:
                                                                                                                                      Outside of Florida:    Effective with the work of ____(date)_____, to be
      Check deposits, presentments, and adjustments can continue to be settled in a non-surviving account pending conversion                                     presented and settled on _____(date)________, all
      to a subaccount.                                                                                                                                           electronic check presentment files should be
                                                                                                                                           Nashville             transmitted to ____(location/L-Term)___________ in a
       Note: The Federal Reserve Bank can only present items in the Fed zone in which the items are drawn. Arrangements                 (615) 251-7184           ______(separate or commingled)______ file.
      can be made by the surviving institution to pick up items at the local Fed, for transportation out of the zone, if necessary,
      at the survivor's expense.                                                                                                      New Orleans (504)
                                                                                                                                                             The Bank of First Deposit ( BOFD ) for the non-survivor
                                                                                                                                                                 will be ________________. Subsequent returns should
                                                                                                                                                                 be delivered to _______________ via _______.
      Large Return Notification: Provide instructions stating who the FRB should notify regarding large dollar check returns                Miami
      of the surviving and non-surviving accounts.                                                                                      (305) 471-6474
                                                                                                                                                             The transmission of Regional / City Advices should be
                                                                                                                                        Large Dollar             discontinued. OR Delivered to ___________ via
                                                                                                                                          Returns                ________.
                                                                                                                                      FRB Kansas City
                                                                                                                                       1-800-333-2448        Debits and Credits pertaining to the check services for the
                                                                                                                                                                non-survivor ABA should be made to the

                                                                 I agree with the arrangements listed in the Merger Matrix above.

                                                                    Printed Name: ______________________________________

                                                                    Title: ______________________________________________

                                                                                      Confidential           Page 9 6/16/2011
Bank Name: _________________________________________

         Signature of Authorized Representative


           Confidential   Page 10 6/16/2011

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