NOTE

– ACQUISITION

September 8, 2017,

after receiving full board of director and regulatory approval, the Corporation completed the acquisition of Benchmark Bancorp, Inc. (“Benchmark”) and its wholly-owned subsidiary, Benchmark Bank, in an all cash transaction. Under the terms of the merger agreement, shareholders of Benchmark received approximately

$8.59

per share for each outstanding common share. Immediately following the merger of Benchmark with and into the Corporation, Benchmark merged with and into the Bank.

As a result of the acquisition, the

two

full-service banking center of Benchmark located in Gahanna and Westerville, Ohio, became full service offices of the Bank, and

one

mortgage loan production office located in Gahanna Ohio, became a mortgage loan production office of the Bank. The acquisition expands the geographical footprint of the Corporation in Ohio's fastest growing market and is expected to provide certain cost synergies with the existing Central Ohio operations, as well as income accretion through a larger asset base. Acquisition related costs amounted to

$1,271,000

2017

and are included in other non-interest expenses.

Consideration paid and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date are as follows (dollars in thousands):

Cash and cash equivalents	$	6,092
Restricted stock		472
Loans, including loans held for sale		98,804
Premises and equipment		2,483
Core deposit intangible asset		493
Other real estate owned		141
Other assets, including accrued interest receivable		5,342
Total assets acquired		113,827
Deposits		95,545
Other liabilities		2,661
Total liabilities assumed		98,206
Net identifiable assets		15,621
Estimated goodwill		15,131
Total cash paid	$	30,752

August 2018,

the Corporation completed a review of the accounting and tax implications of the transaction and determined its liability for federal income tax associated with the transaction was approximately

$3.2

million greater than estimated at the time of the acquisition. As a result, consistent with measurement date purchase accounting adjustments for business combinations as required by ASC

805

and ASU

No.

2015

16,

the Corporation recorded the additional tax liability, as well as certain other measurement date deferred tax adjustments, during the

third

quarter of

2018

with a corresponding

$3,413,000

increase to goodwill. The Company recorded a settlement of claims arising from these adjustments, which resulted in recording a

one

-time other non-interest income recovery of

$1,980,000

during the

fourth

quarter of

2019.