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          on May 20, 1993, he worked closely with Mr. Aylsworth on the                 
          "scrubbing" project.                                                         
               On July 22, 1993, the FDIC notified Peoples that it had                 
          demonstrated compliance with only about half of the terms and                
          conditions of the second MOU.  Not until early 1994 did Peoples              
          finally achieve compliance with the second MOU.  In October 1994,            
          Mr. Aylsworth ceded his position as assistant compliance officer             
          and became a trust officer, a position he held until February                
          1998, when he became chief operating officer.                                
               4.   Third-Party Monitoring                                             
               Peoples was highly regarded by regulators and the banking               
          community for its safety and soundness and was recognized by the             
          following bank rating services:                                              
               Rating service                 Rating                                   
               Veribank Inc.                  Blue ribbon bank                         
               Bauer Financial Reports        Five star bank                           
               Sheshunoff Information         Listed in highest rated                  
               Services                       banks in America                         
          F.   Market Conditions                                                       
               1.   Banking Industry                                                   
               In 1993, the banking industry was still recovering from the             
          recession of the early 1990's, and--in the case of thrifts--from             
          the savings and loan crisis.  The first quarter of 1993 was the              
          first time since 1989, when the savings and loan industry bailout            
          was introduced, that no savings banks had failed.  Prospects for             
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