03/25/2889 89: 87 4797586152 ARVEST OPERAT IONS PA(,E 82/25

EXHIBIT "A"BID FORrv1

TO: Federal Deposit Insurance Corporation1601 Bryan St. - Suite 32128Dallas. Texas 75201

Attention: Manager - Franchise MarketingDivision of Resolutions and Receiverships

FROM: Arvest Bank

BID FOR: American Sterling BankSugar Creek, MO (the "Bank")

Thc undersigned Potential Acquirer submits this Bid Form ("Bid"), in accordance with thelnstnictions to Potential Acquirers ("Instrctions") and instructions contained on thl$ Form, toacquire ccrtain assets and habilitie5 pur$uant to a Purchase and Assumption.

M,)dl)l~ 3.1'&.'1\ i:ìd r'omiIi~ro, "ri 'JillFcbriinry 1 :..2009

t\m~rican SicrJing Bank!'UllDr Cree". Mri

83/25/2889 89: 87 4797585152 ARVEST OPERAT IONS PAGE 83/25

This is bid number --

of 2 bids submitted.

J. Omitted

II. Purchase and Assumption Bid

The Potential Acquirer is: Arvest Bank, Fayet tevìlle, Arkansas

(Name, City. State)

Bids may be stated as a premium or as a discount. A premium is a positive dollar amountresulting from a positive percentage bid of Assumed Deposits paid by the acauirer to theFDIC for the purchase of assets and to assume certain liabilities of the Institution. Adiscount is a negative dollar amount resulting from a negative percentage bid of AssumedDeposits to be p¿¡id by the FDIC to the acquirer for the purchase of assets and to assumecertain liabilities of the InstIhition, Discount bids must be includcd in parenthesis "( )".

Deposit Franchise Transaction (All Offces):

The bid amount is:

An Dep0!1its* (1) 1 . 0 i % of Assumed Deposits.

Insured Deposits Only** % of Assumed Deposits.

* All Deposits wil be assumed, but the bid is calculated on only certain deposits per the bidinstrctions.

**Thc bid is calculatcd on only certain dcposits per the bid instructions.(1) Per bid instructions, brokered, CDARS, and marketplace andother subscription service deposits (such as Quickratel are

excluded from premium calculation. There are approximately $14 million

III. Omitted on the books of the Carefree AZ branch.

2MIJdill: J . P&A - Biè Form"eri:irin I f"l"rth"~.iry 11, innq

Anicrican Sierllng Bi\nk~\18:'1' (",.I",.k. ~"'O

83/25/2889 89: 87 4797585152 ARVEST OPERATIONS PAGE 84/25

This is bid number --

of ~ bids submitted.

IV. Resultin2. Institution Information (Place "Xs" where and as appropriate)

1\, If the Potential Acquirer's Bid is accepted:

(i) the resulting financial instituion will be a

x bank

thri ft

(ii) the resulting financial institution

wilX will not

involve a de novo in$titutìon

(iii) the resulting financial institution

x wllwil not

be operated as a branch of the Acquirer

B. Upon consummation of any transaction contemplated in this Bid, the name ottheresulting financial institution involved in the transaction will be

and such institution will be a:

national bankX state member bank

state non member bankfederal savings bankstate savings bankfederal savings and loan associationstate savings and loan associationother (please explain)

C. To be completed only if a holding company is involved:

3Moduit.1 . P&A - Bid Form\...~,o" i 1'rcbruni)' 13, 200~

,\mCTlcnn Sicrling Bsnk

';"e.r Cr~d,.. MO

03/25/20Ð9 Ð9: 07 4797505152 AR'ÆST OPERATIONS PAGE OS/25

This is bid number ~of -L bids submitted.

Name of holding company:

Address of holding company:

The holding company wi11 be a:

bank holding companythrift holding coinpany

V. Contact

The following person is the designated contact person for the Potential Acquircr'

Karla PayneName:

Title: Senior VP/Finance and Secretary

Address: 921 W. Monroe, P.O. Box 799

Loweii. Arkansas 72745

Telephone: 479.750.6149 (offce)

(other)

Facsimile: 479.770.1615

CC' Name:Bob Kelly

VI. Consummation of Transaction

The Potential ,Acquirer agrees that upon notification (which may be verbal) from the Corporationthat the Potential Acquirer's Bid \",ith respect to the transaction contemplated herein has beenaccepted, the Potential Acquirer will exec\lte ihe appropriate agreemeni(S) and work diligently toconsummate the transaction. Such consummation shaIl occur at such time and place as theCorporation in its sole discretion deiennines.

4Module 3 . 1'&:\ .. Bid FormV."i,, I 00

Fcbl"l~~.. D. 2009

Ani~ricøl" Sicrling Bank

Su¡irrC...k. ~'O

83/25/2889 89: 87 4797585152 AR\/EST OPERATIm6 PAGE 85/25

This is bid number iof.. bids submitted.

The Potential Acquirer represents and warrants that it has executed and delivered to theCorporation a Confidentiality Agreement, tS eligible to purchase assets and able to execute aPurchaser Eligibility Certification ("Certification") and that all information provided andrepresentations made by or on behalf of the Potential Acquirer in connection with thistransaction and the transactions contemplated hereby, including, but not limited to, theConfidentiality Agreement and its eligibility to purchase assets and abtlity to execute aCertification, are and remain tre and correct in all material respects and do not fail to siate anyfact required to make the infonnation contained therein not misleading. The Potential Acquireragrees that if it is a successful bidder that on notification it will execute and immediately deliverto the FDIC a Cerifieation via fax and overnight delivery.

The undersigned. on behalf of the Potential Acquirer, hereby certifies that (i) the PotentialAc:quirer has full power and authority to submit this Bid and has taken all corporate actionnecessary with respect thereto, and (ii) the undersigned has been duly authorized to execute andsubmit this Bid on behalf of the Potential Acquirer,

A Board resolution authorizing the submission of the bid and authorizing this representative to

sign on behalf of the institution or group has been submitted with each bid fOff1,

By:

Title: Senior vP/Finance and Secretary

Date: March 26, 2009

5

MCldulc 3 . PBtA - Bid FormV~rci,nn 1 ()

F ~bl1lry 13. 200Q

!\ITeriCp~ Sterling Bnnk

~"8.r Creek, Mri

03/25/2809 89: 07 4797585152 ARVEST OPERATIONS PA(3E 13/25

EXHIBIT "A"BID FORM

TO: Federal Deposit Insurance Corporation160 i Bryan St. - Suite 32) 28Dallas. Texas 75201

Attention: Manager - Franchise MarketingDivision of Resolutions and Receiverships

FROM: Arvest Bank

BID FOR: American Sterling BankSugar Creek, MO (the "Bank")

The undersigned Potential Acquirer submits this Bid FOID1 ("Bid"). in accordance with theInstnictions to Potential Acquirers ("Instructions") and instructions contained on this Form, to.icquire certain assets and liabilities pur~uant to a Purchase and Assumption (Whole Bank) withLoss Share Agreement.

83/25/2809 89: 87 4797586152 AR".JEST OPERATIOtlS PAGE 14/25

This is bid number 2of 2 bids submitted.

i. Transaction # 1 - All Deposits and Unsecured Liabilties

The Potential Acquircr is: Arvesi: Bank, Fayetteville, Arkansas(Name, City, State)

The transaction bid must be stated as a dollar amount. The Deposit premium bid must be statedas a percentage, Bids may be stated as a positive or as a negative number. \Vhen completing theBid Form, Potential Acquirers must indicate a negative bid by placing parenthesis H( )" aroundthe number. Bids will be considered positive ifnot in parenthesis. Ifna bid is made for atransaction or optlOn, leave the space blank or write "no b ¡d". If one of the two components isfilled in and the other is blank, the bid wil be treated as a Iive bid with a bid of 0 in the blank. Abid of zero in any form wil be treated as a live bid of $0 or O~.

The Deposit premium bid is:* (1)

s-c 2'.611.002 )

i.01 %.

The transaction bid is: ( i )

* All Deposit!i wil be assumed, but the bid is calculated on only certain deposits per the bidlmtructions.

(i) Per bid instructions J broke red . CDARS. and marketplace andother subscription service deposits (such as Quickrate) are

excluded from premium calculation. Also note that the

subsidiaries are not being assumed in the proposal. See Exhibit A.

2B,d Form 1)221:;1Fthru,\l' 9, 21)1)9

"".~~n Sl.II~~ Ban.Sua3f Crot"l' MO

83/25/2889 89: 87 4797585152 ARVEST OPERATIONS PAGE 15/25

This is bid number ~of -1 bids submitted.

II. Transaction # 2 - All Deposits

The Potential Acquirer is:(Na.mc. Cny, State)

The transaction bid must be stated as a dollar amount. The Deposit premium bid must be statedas a percentage. Bids may be stated as a positive or as a negative number. When completing theBid Fonn. Potential Acquirers must indicate a negative bid by placing parenthesis "( )" aroundthe number. Bids will be considered positive if not in parenthesis. If nO bid is made for atransaction or option, leave the space b)¡ink or write "no bid". If one of the two components isfilled in and the other is blank, the bid will be treated as a live bid with a bid of 0 in the blank. ~bid of zero in any form ''''ii be trented as a live bid of $0 or 0%.

The transaction bid is: $

The Deposit premium bid is:* %.

'" All Deposits wil be assumed, but the bid is calculated on only certain deposjts per the bidinstructions.

3Bid Fom; 02213 iFcbninry 9. 2009

,\mar.c:n¡i 9fQrlirg g.-nk

~ucør Croel, ~'')

03/25/2889 89: 87 4797585152 ARVEST OPERAT IONS PAC::E 15/25

III. Transaction # 3 - Imiured Deposits Only

The Potential Acquirer is:

This is bid number ~of ~ bids submitted.

(Name, City, SllllC)

The transaction bid must be stated as a dollar amount. The Deposit premium bid must be statedas a percentage. Bids may be stated as a positive or as a negative number. When eompletmg theBid Fonn, Potential Acquirers must indicate a negative bid by placing parenthesis "( )" aroundthe number. Bids will be considered positive ifnot in parenthesis, Ifno bid is made for atransaction or option, leave the space blame or write "no bid". If

one ofthc two components is

tilled in and tbe other is blank. the bid will be tre3ted as a live bid \vith a bid oro in the blank. Abid of zero in any form wil be treated as a live bid of $0 or 0%.

The transaction bid is: $

The Deposit prernjurn hid is:* %.

"'The bid is calculated on only certain deposits per the bid instructions.

4lJid !,,'!" O~21 J iFcbru~!) 9 20ri9

I\mcr1i:aii Slcr1Jri: tbr'r,Sug.' CrM~, roo

83/25/2889 89: 87 4797585152 ARVEST OPERATIONS PAGE 17/25

This is bid number -Lof .2 bids submitted.

IV. Resultin2 Institution Information (Place "XS" where and as appropriate)

A. If the Potential Acquircr's Bid is accepted:

(i) the resulting financial institution will be a

x bankthrift

(ii) the resulting financial institution

willX will not

involve a de novo institution

(iii) the resulting financial institution

x willwill notbe operated as a branch of the Acquirer

B. Upon consummation of any transaction contemplated in this Bid, the name of theresulting financial institution involved in the transaction will be

and such institution will be a:

~ational bankX state member bank

state non member bankfederal savings bankstate savings bankfederal savings and loan associationstate savings and loan associationother (please explain)

C. To be completed only if a holding company is involved:

Name of holding company:

5B'd rorm 1)22 i 31

F~lwuiry 9, !009Americin sr",'iiø e~nk'

SUa8f' Cr!4i(, MO

83/25/2889 89: 87 4797586152 ARVEST OPERATIONS PÄ(~E 19/25

This is bid number ~of 2 bids submitted.

representations made by or on behalf of the Potential Acquirer in connection with thistransaction and the transactions contemplated hereby, including, but not limited to, the

Confidentiality Agreement and its eligibility to purchase asscts and ability to execute aCei1ìfication, arc and remain true and correct in all material respects and do not fail to state anyfact required to make the information contained therein not misleading, The Potential Acauireragrees that if it is II successful bidder that on notification it will execute and immediately deliverto the FDIC a Certification via fax and overnight delivery.

The undersigned. on behalf of the Potential Acquirer. hereby certifies that (i) the PotentialAcquirer has full power and authority to submit this Bid and has taken all corporate actionnecessary with respect thereto, and (ii) the undersigned Iias been duly authorized to execute andsllbmIt this Bid on behalf of the Potential Acquirer.

A Board resolution authorizing the submission ofthc bid and authorizing this representative tosign on behalf of the institution or group has been submitte_d with each bid form.

Printed Name of Potential Acquirer

Arvest Bank

(t&)~By:

Name: Karla Payne

Title'Senior VP/Finance and Secretary

Date:March 26, 2009

7Bid Form 022131

Fei,ru"1"' 9, 2009

A",orl¿dn S~e~lnQ B.okSUijor Croo,.. MO

03/25/2809 89: 87 4797585152 ARVEST OPERAT IONS PA(3E 20/25

EXHIBIT AWHOLE BANK P&A with LOSS SHARING BID

American Sterling BankSugar Creek, Missouri

Arvest Ban. as par of its bid for American Sterling Ban under the Purchase and

Assumption (Whole Bank) Bid "v1th Loss Sharing Agreement~ provides this clarificationor Arvest Bank's bid and understanding of certain aspects of the Agreement with theFDIC. Our bid is contingent upon the FDIC confinning our understanding to thefollowing items:

1. No subsidiaries of American Sterling Bank will be passed, sold to, or assumed byArvcst Bank as part of this transaction. Further this includes all subsidiaries, jointventures, parerships, and any and all other business combinations or

arrangements relating to the subsidiaries as referenced in Section 3.1 of the P&AAgreement. .,

2. Any expenses related to environmental conditions or lender liability claims shallbe includable in recovery Expenses and Reimbursable expenses for the losssharing arangements in the whole bank P&A.

3. The transaction would not include the assumption or assignment of any leases

associated with any subsidiar of American Sterling Bank.4. With regard to the Residential Mortgages acquired, in the event that a National

Mortgage Loan Modification Program is approved by the United States Congressor implemented by the Treasury Deparment or any other governmental

organization, Arvest Bank would have the right to choose between the newprogram or the existing FDIC Loan Modification Program.

S. The Bank held approximately $14 milion in National Rate Line Deposits that archeld in the Carefree Arizona branch.