exhibit 2. 1 purchase and assumption agreement whole bank all deposits among federal deposit insurance corporation, receiver of first regional bank, los angeles, ca federal deposit insurance corporation and first - citizens bank & trust company raleigh, north carolina dated as of january 29, 2010 table of contents article i definitions article ii assumption of liabilities 2. 1 liabilities assumed by assuming bank 2. 2 interest on deposit liabilities 2. 3 unclaimed deposits 2. 4 employee plans article iii purchase of assets 3. 1 assets purchased by assuming bank 3. 2 asset purchase price 3. 3 manner of conveyance ; limited warranty ; nonrecourse ; etc. 3. 4 puts of assets to the receiver 3. 5 assets not purchased by assuming bank 3. 6 assets essential to receiver article iv assumption of certain duties and obligations 4. 1 continuation of banking business 4. 2 agreement with respect to credit card business 4. 3 agreement with respect to safe deposit business 4. 4 agreement with respect to safekeeping business 4. 5 agreement with respect to trust business 4. 6 agreement with respect to bank premises 4. 7 agreement with respect to leased data processing equipment 4. 8 agreement with respect to certain existing agreements 4. 9 informational tax reporting 4. 10 insurance 4. 11 office space for receiver and corporation 4. 12 agreement with respect to continuation of group health plan coverage for former employees 4. 13 agreement with respect to interim asset servicing 4. 14 reserved 4. 15 agreement with respect to loss sharing module 1 – whole bank w / loss share – p & a version 1. 12 november 17, 2009 first regional bank los angeles, ca article v duties with respect to depositors of the failed bank 5. 1 payment of checks, drafts and orders 5. 2 certain agreements related to deposits 5. 3 notice to depositors article vi records 6. 1 transfer of records 6. 2 delivery of assigned records 6. 3 preservation of records 6. 4 access to records ; copies article vii first loss tranche article viii adjustments 8. 1 pro forma statement 8. 2 correction of errors and omissions ; other liabilities 8. 3 payments 8. 4 interest 8. 5 subsequent adjustments article ix continuing cooperation 9. 1 general matters 9. 2 additional title documents 9. 3 claims and suits 9. 4 payment of deposits 9. 5 withheld payments 9. 6 proceedings with respect to certain assets and liabilities 9. 7 information article x condition precedent article xi representations and warranties of the assuming