Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) UCB has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof, except in the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCB, and each is enforceable against UCB in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or other similar laws from time to time in effect relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws of UCB or any UCB Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB or any UCB Subsidiary.

Authorized and Effective Agreement. (a) UCB CBSI has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Document and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of CBSI. The Board of Directors of CBSI has approved and adopted this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. . (b) This Agreement and each Transaction Document to which CBSI is a party have been duly executed and delivered by CBSI and, assuming the Plan accuracy of Merger constitute the representation contained in Section 3.4(b) hereof, this Agreement constitutes the legal, valid and binding obligations of UCBCBSI, and each is enforceable against UCB CBSI in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB CBSI with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryCBSI, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by CBSI on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the Transactions. As of the date hereof, CBSI is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB WABC has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Stock Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Stock Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of WABC, except in that the case affirmative vote of this Agreement and the Plan holders of Merger, a majority of the approval outstanding shares eligible to vote is required to approve the principle terms of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement Merger and the Plan of Merger in accordance with California law. The Board of Directors of WABC has directed that this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby be submitted to WABC's shareholders for approval at a special meeting to be held as soon as practicable. (b) Assuming the accuracy of the representation contained in Section 3.4(b) hereof, this Agreement, the Plan of Merger and the Stock Option Agreement constitute legal, valid and binding obligations of UCBWABC, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject to (i) applicable bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or other similar insolvency and civil laws from time to time in effect relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; , and (ii) general subject, as to enforceability, to equitable principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtgeneral applicability. (bc) Neither the execution and delivery of this Agreement, the Articles Plan of Merger, Merger and the UCB Option Agreement or the SNC Stock Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB WABC with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws of UCB WABC or any UCB WABC Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3(b)(1) hereof and which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB WABC or any UCB WABC Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3(b)(1) hereof and which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB WABC or any UCB WABC Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on WABC. (d) Except for approvals specified in Section 5.3(b)(1) hereof, except as Previously Disclosed and except as expressly referred to in this Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by WABC on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby.

Authorized and Effective Agreement. (a) UCB Each of FESC and Merger Sub has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementPlan of Merger. The execution and delivery of this Reorganization Agreement, Agreement and the Articles Plan of Merger and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of FESC and Merger Sub, except that the affirmative vote of the holders of a majority of the votes cast by the holders of FESC capital stock eligible to vote thereon is required to authorize the issuance of FESC Common Stock pursuant to this Reorganization Agreement and the Plan of Merger in accordance with American Stock Exchange ("AMEX") policy. The Board of Directors of FESC has directed that the case issuance of FESC Common Stock pursuant to this Agreement and the Plan of MergerMerger be submitted to FESC's stockholders for approval at a special meeting to be held as soon as practicable. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBeach of FESC and Merger Sub, and in each is case enforceable against UCB it in accordance with its termstheir respective terms subject, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither Except as Previously Disclosed, neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Reorganization Agreement or the SNC Option AgreementPlan of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB FESC or Merger Sub with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or by-laws of UCB FESC or any UCB FESC Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB FESC or any UCB FESC Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB FESC or any UCB FESC Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on FESC. (d) Except for approvals specified in Section 4.3 hereof, except as Previously Disclosed and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by FESC or Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. Neither FESC nor any of the FESC Subsidiaries is aware of any reason why the conditions set forth in Section 5.1(b) of this Agreement will not be satisfied without undue delay.

Authorized and Effective Agreement. (a) UCB Diacrin has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, Agreement and the Articles Plan of Merger, subject only to the UCB Option adoption of this Reorganization Agreement and the SNC Option AgreementPlan of Merger by its stockholders. The execution and delivery of this Reorganization Agreement, Agreement and the Articles Plan of Merger and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Diacrin, except that the affirmative vote of the holders of a majority of the outstanding shares of Diacrin Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL, Diacrin Articles, and Diacrin Bylaws. The Diacrin Board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the case provisions of the DGCL and directed that this Agreement and the Plan of MergerMerger be submitted to Diacrin’s stockholders for approval at a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBDiacrin, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither Except as set forth in Section 2.5(c) of the Diacrin Disclosure Letter, neither the execution and delivery of this Agreement, Reorganization Agreement and the Articles Plan of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Diacrin with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation incorporation, charter, bylaws or by-laws other organizational documents of UCB Diacrin or any UCB the Diacrin Subsidiary, (ii) subject to receipt of any required consents or approvalsconflict with, constitute (with or without notice or lapse of time, or both) or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or require a consent or waiver under, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Diacrin or any UCB the Diacrin Subsidiary pursuant to, any note, bond, mortgage, indenture, lease, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to UCB Diacrin or the Diacrin Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, have not had, and are not reasonably likely to have a Material Adverse Effect on Diacrin. Section 2.5(c) of the Diacrin Disclosure Letter lists all consents, waivers and approvals under any of Diacrin’s or the Diacrin Subsidiary’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (d) Except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which either of the parties is qualified to do business, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any UCB Subsidiaryother person, is required to be made or obtained by Diacrin or the Diacrin Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Diacrin is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of Diacrin having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Diacrin may vote. (f) For the purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and in accordance with the rules promulgated thereunder, Diacrin hereby represents that it will have less than $100 million in total assets as stated on its last regularly prepared balance sheet prior to the Closing Date, as well as less than $100 million of annual net sales as stated on the last regularly prepared annual statement of income and expense prior to the Closing Date (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing Date and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 million.

Authorized and Effective Agreement. (a) UCB MFB has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Regulatory Authorities, the expiration of applicable waiting periods, and the receipt of approval of the UCB shareholders of this Agreement and by the Plan shareholders of MergerMFB) to perform all of its obligations under this Reorganization Agreementhereunder. This Agreement (including the execution, the Articles of Merger, the UCB Option Agreement delivery and performance hereof) and the SNC Option Agreement. The execution Transactions have been duly authorized, deemed advisable, and delivery unanimously approved by the MFB Board and no other corporate action is required in respect thereof on the part of MFB, except for the approval of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation Agreement by MFB’s shareholders owning a majority of the transactions contemplated hereby issued and thereby, have outstanding shares of MFB Common Stock. This Agreement has been duly and validly authorized executed and delivered by all necessary corporate action in respect thereofMFB and, except in assuming due authorization, execution and delivery by MutualFirst and Acquisition Corp., constitutes the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of UCBMFB, and each is enforceable against UCB MFB in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation completion of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB MFB or any of its Subsidiaries with any of the provisions hereof does or thereof, shall will (i) conflict with or result in a breach of any provision provisions of the MFB Articles, MFB By-Laws, or the certificate or articles of incorporation incorporation, charter, bylaws or by-laws other governing documents of UCB or any UCB Subsidiaryof its Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of UCB MFB or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which MFB or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Regulatory Authorities (and the expiration of applicable waiting periods) and the shareholders of MFB, violate in any material respect any order, writ, injunction, decree, statute, rule or regulation applicable to UCB MFB or any UCB Subsidiaryof its Subsidiaries. (c) Except for (i) the filing of applications with and the approvals of applicable Regulatory Authorities relating to the Transactions and the change of ownership of the MFB Subsidiaries, (ii) the approval of this Agreement by shareholders at the MFB Meeting and the approval of the stock issuance at the MutualFirst Meeting, (iii) the filing with and clearance by the SEC of the Registration Statement and any state securities filings and clearances, (iv) the filing of the Articles of Merger (and short form plan of merger, if applicable) with the Indiana Secretary and (v) the filing of documents with applicable Regulatory Authorities to cause the Bank Merger to become effective, no consents or approvals of or filings or registrations with any Governmental Authority or with any third party are necessary on the part of MFB or any of its Subsidiaries or, to the Knowledge of MFB, by MutualFirst or any of its Subsidiaries, in connection with the completion of the Transactions and the change in ownership of the MFB Subsidiaries. (d) As of the date hereof, MFB is not aware of any reasons relating to MFB or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Transactions as shall be necessary for the completion of the Transactions.

Authorized and Effective Agreement. (a) UCB Each of the Company and Company Parent has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementPlan of Merger. The execution and delivery of this Reorganization Agreement, Agreement and the Articles Plan of Merger and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of the Company and Company Parent. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, except in the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBthe Company and Company Parent, and in each is case enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Reorganization Agreement or the SNC Option AgreementPlan of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB the Company or Company Parent with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB the Company or any UCB SubsidiaryCompany Parent, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary the Company pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB the Company or Company Parent, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on the Company. (d) Other than as contemplated by Section 4.3 hereof and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any UCB Subsidiaryother person, is required to be made or obtained by the Company or Company Parent on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby.

Authorized and Effective Agreement. (a) UCB PBI has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of PBI, except in for the case affirmative vote by the holders of a majority of the votes cast by the holders of PBI Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger pursuant to PBI's certificate of incorporation and bylaws. The Board of Directors of PBI has approved and adopted this Agreement and the Plan of Merger, and directed that this Agreement be submitted to PBI's shareholders for approval at a special meeting to be held in accordance with this Agreement. The Board of Directors of PBI has unanimously recommended that the approval shareholders of UCB shareholders pursuant to PBI approve this Agreement and to the extent required by applicable law. Merger. (b) This Agreement and each Transaction Document to which PBI is a party have been duly executed and delivered by PBI and, assuming the Plan of Merger constitute representation contained in Section 4.2(b) hereof is true and correct, this Agreement constitutes the legal, valid and binding obligations of UCBPBI, and each is enforceable against UCB PBI in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by PBI of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB PBI with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryPBI, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB PBI or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which PBI or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB PBI or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on PBI. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by PBI or OFSLA on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which PBI is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, PBI is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB OBC has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of OBC, except that (assuming that FESC's representation and warranty in Section 3.21 hereof is true and correct) the case affirmative vote of the holders of a majority of the outstanding shares of OBC Common Stock entitled to vote thereon is the only shareholder vote required to approve the Plan of Merger pursuant to the Delaware Corporation Law and OBC's Restated Certificate of Incorporation and Bylaws. The Board of Directors of OBC has directed that this Agreement and the Plan of MergerMerger be submitted to OBC's stockholders for approval at a special meeting to be held as soon as practicable. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBOBC, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither Except as Previously Disclosed, neither the execution and delivery of this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB OBC with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or by-laws of UCB OBC or any UCB OBC Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB OBC or any UCB OBC Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB OBC or any UCB OBC Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on OBC. (d) Other than as contemplated by Section 4.3 hereof and except as Previously Disclosed or expressly referred to in this Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by OBC or any OBC Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. Neither OBC nor any of the OBC Subsidiaries is aware of any reason why the condition set forth in Section 5.1(b) of this Agreement will not be satisfied without undue delay.

Authorized and Effective Agreement. (a) UCB Each of CBSI and Merger Sub has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of CBSI and Merger Sub, except in as the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. may be. (b) This Agreement and each Transaction Document to which CBSI or Merger Sub is a party have been duly executed and delivered by CBSI or Merger Sub, respectively, and, assuming the Plan of Merger constitute representation contained in Section 3.4(b) hereof is true and correct, this Agreement constitutes the legal, valid and binding obligations of UCBCBSI or Merger Sub, and each is as the case may be, enforceable against UCB such party in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI or Merger Sub of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CBSI or Merger Sub with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the certificate or articles of incorporation or by-laws bylaws of UCB CBSI or any UCB SubsidiaryMerger Sub, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by CBSI or Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, neither CBSI nor Merger Sub is aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB 5.4.1 Each of NewAlliance and NAB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Mergerapprovals) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Bank Merger Agreement, as applicable. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Bank Merger Agreement and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of this Agreement NewAlliance and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawNAB. This Agreement has been duly and validly executed and delivered by NewAlliance and NAB and, assuming due authorization, execution and delivery by Westbank and WB, constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of UCBNewAlliance and NAB, and each is enforceable against UCB NewAlliance and NAB in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles equity principles. The Bank Merger Agreement, upon execution and delivery by NAB, will have been duly and validly executed and delivered by NAB and, assuming due authorization and execution by WB, will constitute the legal, valid and binding obligation of equityNAB, enforceable against NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and except that the availability other laws of equitable remedies general applicability relating to or injunctive relief is within the discretion of the appropriate courtaffecting creditors' rights and to general equity principles. (b) 5.4.2 Neither the execution and delivery of this AgreementAgreement by NewAlliance or NAB, the Articles execution and delivery of Merger, the UCB Option Bank Merger Agreement or the SNC Option Agreementby NAB, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB NewAlliance and NAB with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB NewAlliance or the equivalent documents of any UCB NewAlliance Subsidiary, (ii) subject to receipt except as set forth in Section 5.4.2(ii) of any required consents or approvalsthe NEWALLIANCE DISCLOSURE SCHEDULE, constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB NewAlliance or any UCB NewAlliance Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which NewAlliance or any NewAlliance Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB NewAlliance or any UCB NewAlliance Subsidiary. 5.4.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and except for (i) filings of applications, notices or other forms with, and consents, approvals or waivers by the Federal Reserve Board, the Department, the FDIC, the Division, the Board of Bank Incorporation, the Connecticut Secretary of the State, the Delaware Secretary of State, and the Secretary of the Commonwealth of Massachusetts, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, and (iii) the approval of this Agreement by the requisite vote of the shareholders of Westbank, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance or NAB in connection with the execution and delivery by NewAlliance and NAB of this Agreement, the execution and delivery by NAB of the Bank Merger Agreement, the consummation of the Merger by NewAlliance, and the consummation of the Bank Merger by NAB. 5.4.4 As of the date hereof, NewAlliance has no Knowledge of any reasons relating to NewAlliance or NAB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance and NAB carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NAB, could have a Material Adverse Effect on the business of NewAlliance or NAB.

Authorized and Effective Agreement. (a) UCB Each of Newco Parent and Newco has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement and the SNC Option AgreementRegistration Rights Agreement and all other documents or agreements contemplated hereby or thereby. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger Merger, the Option Agreement and said Option Agreements, the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of Newco Parent and Newco. The Board of Directors of Newco Parent has directed that the transactions contemplated by this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Reorganization Agreement and the Plan of Merger constitute be submitted to Newco Parent's stockholders for approval at a special meeting to be held as soon as practicable. (b) Assuming the accuracy of the representation contained in Section 2.3(b) hereof, this Reorganization Agreement, the Plan of Merger and the Option Agreement constitute, and upon execution the Registration Rights Agreement will constitute, legal, valid and binding obligations of UCBeach of Newco Parent and Newco, and as the case may be, in each is case enforceable against UCB it in accordance with its termstheir respective terms subject, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Agreement, or the SNC Option Registration Rights Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Newco Parent or Newco with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws bylaws of UCB Newco Parent or any UCB Newco Parent Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Newco Parent or any UCB Newco Parent Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Newco Parent or any UCB Newco Parent Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Newco Parent. (d) Except for approvals specified in Section 4.3 hereof and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Newco Parent or Newco on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby.

Authorized and Effective Agreement. (a) UCB Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB Seller's shareholders of this Agreement and subject to the Plan amendment of Mergerthe Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller Bank) to perform all of its respective obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreementhereunder. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation completion of the transactions contemplated hereby and thereby, have been deemed advisable by the Board and duly authorized and validly authorized approved by all necessary corporate action in respect thereofthereof on the part of Seller, except in for the case approval of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawSeller's shareholders. This Agreement has been duly and the Plan of Merger constitute validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligations obligation of UCBSeller, and each is enforceable against UCB Seller in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general equity principles of equity, and except that to the availability extent such enforceability may be limited by laws relating to safety and soundness of equitable remedies insured depository institutions as set forth in 12 USC 1818(6) or injunctive relief is within by the discretion appointment of a conservator by the appropriate courtFDIC. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation completion of the transactions contemplated hereby or therebyhereby, nor compliance by UCB Seller with any of the provisions hereof or thereof, shall and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller Bank (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of incorporation Incorporation or by-laws Code of UCB Regulations of Seller or the equivalent documents of any UCB Seller Subsidiary, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Seller or any UCB Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Seller or any Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate violates any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller or any UCB Seller Subsidiary. (c) To the best knowledge of Seller and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller Bank, except for (i) the filing of applications and notices with and the approvals of the OTS and the FDIC, (ii) the filing of applications with the Department and the approvals of the Department, (iii) the filing and clearance of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 hereof with the SEC, (iv) the approval of this Agreement and the transactions contemplated hereby by the requisite vote of the shareholders of Seller, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio in connection with the Corporate Merger and the Company Merger, (vi) the filing of Articles of Combination with the OTS and Certificate of Merger with the Secretary of State of Ohio in connection with the Bank Merger (vii) the filing of Certificate of Merger with the Secretary of the State of Delaware in connection with the Company Merger, and (viii) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Seller or Seller Bank in connection with (x) the execution and delivery by Seller of this Agreement and the completion of the transactions contemplated hereby, or (y) the Merger. (d) Except as Previously Disclosed, as of the date hereof, neither Seller nor Seller Bank is aware of any reasons relating to Seller or Seller Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for the completion of the Merger and the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) UCB Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB Seller's shareholders of this Agreement and the Plan of MergerAgreement) to perform all of its respective obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreementhereunder. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly authorized, advised and validly authorized approved by all necessary corporate action in respect thereofthereof on the part of Seller, except in for the case approval of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawSeller's shareholders. This Agreement has been duly and the Plan of Merger constitute validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligations obligation of UCBSeller, and each is enforceable against UCB Seller in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Stock Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Seller with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB Seller or the equivalent documents of any UCB Seller Subsidiary, subject to the deletion of Section 8A of Seller Bank's Federal Stock Charter, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Seller or any UCB Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Seller or an Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate violates any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller or any UCB Seller Subsidiary. (c) To the best knowledge of Seller, except for (i) the filing of applications and notices with and the approvals of the OTS, the FDIC and the Federal Reserve Board, (ii) the filing of applications with the Department and the approvals of the Superintendent, (iii) the filing and clearance of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 hereof with the SEC, (iv) the approval of this Agreement and the transactions contemplated hereby by the requisite vote of the shareholders of Seller, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Corporate Merger, (vi) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Liquidation, (vii) the filing of a plan of merger by the Superintendent in connection with the Bank Merger, and (viii) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Seller or Seller Bank in connection with (x) the execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby, (y) the execution and delivery by Seller, as the Surviving Corporation, of the Plan of Liquidation, and the consummation of the transactions contemplated thereby and (z) the execution and delivery by Seller Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby. (d) As of the date hereof, neither Seller nor Seller Bank is aware of any reasons relating to Seller or Seller Bank (including without limitation CRA compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement and (ii) the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of Buyer, could have a Material Adverse Effect on Seller or Buyer or materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) UCB Xxxxxx has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby Transactions and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Xxxxxx, except in for the case affirmative vote of a two-thirds of the votes cast by the holders of Xxxxxx Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger pursuant to Xxxxxx’x certificate of incorporation and bylaws. The Board of Directors of Xxxxxx has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to Xxxxxx’x shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Xxxxxx has unanimously recommended that the shareholders of Xxxxxx approve this Agreement and the Merger. In connection with its approval of this Agreement and the Plan of Merger, the approval Board of UCB shareholders pursuant to and Directors of Xxxxxx has received a written fairness opinion dated on or about the date hereof from Austin Associates LLC to the extent required by applicable law. effect that the Merger Consideration is fair, from a financial point of view, to the shareholders of Xxxxxx. (b) This Agreement and each Transaction Document to which Xxxxxx is a party have been duly executed and delivered by Xxxxxx and, assuming the Plan accuracy of Merger constitute the representation contained in Section 4.3(b) hereof, this Agreement constitutes the legal, valid and binding obligations obligation of UCBXxxxxx, and each is enforceable against UCB Xxxxxx in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by Xxxxxx of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB Xxxxxx with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryXxxxxx, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Xxxxxx or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which Xxxxxx or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB Xxxxxx or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on Xxxxxx. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by Xxxxxx on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the Transactions. As of the date hereof, Xxxxxx is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB Each of MutualFirst and Acquisition Corp. has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Regulatory Authorities, the expiration of applicable waiting periods and the receipt of approval of the UCB issuance of MutualFirst Common Stock as contemplated by this Agreement by the shareholders of this Agreement and the Plan of MergerMutualFirst) to perform all of its obligations under hereunder. This Agreement (including the execution, delivery and performance hereof) and the Transactions have been duly authorized, deemed advisable, and unanimously approved by the members of the MutualFirst Board in attendance at the meeting to consider and vote upon this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Transactions and the Board of Directors of Acquisition Corp. and no other corporate action is required in respect thereof on the part of MutualFirst or Acquisition Corp., except for the approval by the holders of a majority of the votes present or represented by proxy at the MutualFirst Meeting of the issuance of MutualFirst Common Stock as contemplated by this Agreement. The execution and delivery of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have This Agreement has been duly and validly authorized executed and delivered by all necessary corporate action in respect thereofeach of MutualFirst and Acquisition Corp. and, except in assuming due authorization, execution and delivery by MFB, constitutes the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of UCBeach of MutualFirst and Acquisition Corp., and each is enforceable against UCB it in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation completion of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB MutualFirst or any of its Subsidiaries with any of the provisions hereof does or thereof, shall will (i) conflict with or result in a breach of any provision provisions of the MutualFirst Articles, MutualFirst By-Laws, or the certificate or articles of incorporation incorporation, charter, bylaws or by-laws other governing documents of UCB or any UCB Subsidiaryof its Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of UCB MutualFirst or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which MutualFirst or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Regulatory Authorities (and the expiration of applicable waiting periods) and the shareholders of MutualFirst, violate in any material respect any order, writ, injunction, decree, statute, rule or regulation applicable to UCB MutualFirst or any UCB Subsidiaryof its Subsidiaries. (c) Except for the filings and approvals contemplated by Section 5.5(c), no consents or approvals of or filings or registrations with any Governmental Authority or with any third party are necessary on the part of MutualFirst or any of its Subsidiaries, or to the Knowledge of MutualFirst, by MFB or any of its Subsidiaries, in connection with the completion of the Transactions. (d) As of the date hereof, MutualFirst is not aware of any reasons relating to MutualFirst or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Transactions as shall be necessary for the completion of the Transactions.

Authorized and Effective Agreement. (a) UCB has Keystone has, and following its organization the Holding Company will have, all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders Conversion by the depositors of this Agreement and the Plan of MergerKeystone) to perform all of its respective obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Keystone, except in for the case approval of the Conversion by the depositors of Keystone, and promptly following organization of the Holding Company and its execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, the execution and delivery of this Agreement by the Holding Company and the Plan consummation of Merger, the approval transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action in respect thereof on the part of UCB shareholders pursuant to and to the extent required by applicable lawHolding Company. This Agreement has been duly and validly executed and delivered by Keystone and upon its execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, this Agreement will have been duly and validly executed and delivered by the Plan of Merger constitute Holding Company and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of UCB, Keystone and each the Holding Company which is enforceable against UCB Keystone and the Holding Company in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, (including the Merger and the Bank Merger) nor compliance by UCB Keystone or upon its organization the Holding Company with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of incorporation Incorporation, Bylaws or by-laws similar organizational documents of UCB Keystone, any Keystone Subsidiary or any UCB Subsidiaryupon its organization the Holding Company, except that Keystone will not be authorized to issue capital stock until consummation of the Conversion, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Keystone, any Keystone Subsidiary or any UCB Subsidiary upon its organization the Holding Company pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Keystone, any Keystone Subsidiary or upon its organization the Holding Company is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and depositor approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Keystone, any Keystone Subsidiary or upon its organization the Holding Company. (c) To the best knowledge of Keystone, except for (i) the filing of applications and notices with and the approvals of the Department, the FDIC and the FRB, (ii) the filing and effectiveness of the Form S-1 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws and the NASD Bylaws in connection with the issuance of Holding Company Common Stock in connection with the Merger and the Conversion, (iv) the approval of the Conversion by the requisite vote of the depositors of Keystone, (v) the filing of the Articles of Merger with the Secretary of State of the Commonwealth of Pennsylvania pursuant to the BCL in connection with the Merger, (vi) review of the Merger by the DOJ under federal antitrust laws and (vii) the filing of Articles of Merger with the Department and notice with the OCC in connection with the Bank Merger, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of Keystone or the Holding Company in connection with the (x) execution and delivery by Keystone of this Agreement, the execution and delivery by the Holding Company of an instrument of accession to this Agreement pursuant to Section 5.13 hereof and the consummation by Keystone and the Holding Company of the transactions contemplated hereby and (y) the execution and delivery by Keystone of the Bank Merger Agreement and the consummation by Keystone of the transactions contemplated thereby. (d) As of the date hereof, Keystone is not aware of any reasons relating to Keystone (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by the Holding Company and Keystone after the Effective Time of the business of each of the Company and the Bank as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which in the reasonable opinion of Keystone could have a Material Adverse Effect on the Holding Company or Keystone or materially impair the value of the Company and the Bank to the Holding Company and Keystone, respectively.

Authorized and Effective Agreement. (a) UCB Each of Purchaser and Merger Sub has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementPlan of Merger. The execution and delivery of this Reorganization Agreement, Agreement and the (b) Assuming the Articles of Merger and said Option Agreements, and consummation accuracy of the transactions contemplated hereby and therebyrepresentation contained in Section 2.5(b) hereof, have been duly and validly authorized by all necessary corporate action in respect thereof, except in the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBeach of Purchaser and Merger Sub, and in each is case enforceable against UCB it in accordance with its termstheir respective terms subject, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Reorganization Agreement or the SNC Option AgreementPlan of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Purchaser or Merger Sub with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws association, charter or bylaws of UCB Purchaser or any UCB Purchaser Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Purchaser or any UCB Purchaser Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Purchaser or any UCB Purchaser Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on Purchaser. (d) Except for approvals specified in Section 4.3 hereof and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Purchaser or Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Purchaser is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) UCB CBSI has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Document and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of CBSI. The Board of Directors of CBSI has approved and adopted this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. . (b) This Agreement and each Transaction Document to which CBSI is a party have been duly executed and delivered by CBSI and, assuming the Plan accuracy of Merger constitute the representation contained in Section 3.4(b) hereof, this Agreement constitutes the legal, valid and binding obligations of UCBCBSI, and each is enforceable against UCB CBSI in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB CBSI with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryCBSI, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by CBSI on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the Transactions.

Authorized and Effective Agreement. (a) UCB Xxxxxx Chartered has all requisite corporate power and authority to enter into into, adopt and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Xxxxxx Chartered Option Agreement. The execution execution, adoption and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Xxxxxx Chartered Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Xxxxxx Chartered (including the unanimous approval of its Board of Directors), except in that the case affirmative vote of the holders of the outstanding shares of Xxxxxx Chartered Common Stock entitled to vote thereon is required to adopt the Plan of Merger pursuant to the New York Business Corporation Law, as amended, and Xxxxxx Chartered's Certificate of Incorporation and Bylaws. (b) Xxxxxx Valley has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement and the Plan Bank Merger Agreement and the execution and delivery of Merger, this Reorganization Agreement and the approval Bank Merger Agreement and the consummation of UCB shareholders pursuant to the transactions contemplated hereby and to thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the extent required by applicable law. part of Xxxxxx Valley. (c) This Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBXxxxxx Chartered and this Reorganization Agreement and the Bank Merger Agreement constitute legal, valid and binding obligations of Xxxxxx Valley, in each is case enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bd) Neither Except as Previously Disclosed, neither the execution execution, adoption and delivery of this Reorganization Agreement, the Articles Plan of MergerMerger or the Xxxxxx Chartered Option Agreement, in the UCB Option case of Xxxxxx Chartered, or this Reorganization Agreement or the SNC Option Bank Merger Agreement, in the case of Xxxxxx Valley, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Hudson Chartered or Xxxxxx Valley with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation, articles of incorporation association or by-laws of UCB Xxxxxx Chartered or any UCB Xxxxxx Chartered Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Xxxxxx Chartered or any UCB Xxxxxx Chartered Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, in each case in an amount greater than $100,000 or requiring an annual payment greater than $100,000, or (iii) subject to the receipt of all required governmental regulatory approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Xxxxxx Chartered or any UCB Xxxxxx Chartered Subsidiary. (e) Except for consents and approvals of or filings with the Federal Reserve Board, the OCC, the FDIC, the Commission, the Banking Department, the New York Department of State and any appropriate state securities authorities, and except as Previously Disclosed, no consents or approvals of or filings or registrations with any public body or authority are necessary, and no consents or approvals of any third parties are necessary, in connection with the execution and delivery of this Agreement and the Bank Merger Agreement by Xxxxxx Chartered and Xxxxxx Valley or the consummation by Hudson Chartered or Xxxxxx Valley of the transactions contemplated hereby, thereby or by the Plan of Merger.

Authorized and Effective Agreement. (a) UCB Each of Seller, the Company and SAGA has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementRelated Agreements to which it is a party. The execution and delivery of this Reorganization AgreementAgreement and the Related Agreements to which Seller, the Articles of Merger and said Option AgreementsCompany or SAGA is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Seller, except in the Company and SAGA. This Agreement has been, and each of the Related Agreements to which Seller, the Company or SAGA is a party when executed and delivered by Seller, the Company or SAGA, as the case may be, shall be, executed and delivered by a duly authorized agent of Seller, the Company or SAGA, as the case may be. The Shares, when issued, sold and delivered in accordance with this Agreement, shall be duly authorized, validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive rights. Upon consummation of the purchase of the Shares, Buyers will acquire from the Company good and marketable title to the Shares, free and clear of all Encumbrances. (b) Assuming the accuracy of the representations contained in Sections 4.2(a) and 4.2(c) hereof, this Agreement and the Plan of MergerRelated Agreements to which Seller, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger Company or SAGA is a party, constitute legal, valid and binding obligations of UCBSeller, the Company and each is SAGA, as the case may be, enforceable against UCB it in accordance with its their respective terms, in each except as such case subject to (i) enforceability may be limited by applicable bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivershipbulk sales, or other similar laws from time to time in effect relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or which affect the enforcement of creditors' rights generally; generally and (ii) by general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or any of the SNC Option AgreementRelated Agreements, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Seller, the Company or SAGA with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws (or similar charter documents) of UCB Seller, the Company or any UCB Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Encumbrance upon any property or asset of UCB the Company or any UCB Subsidiary pursuant to, any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller, the Company or any UCB Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, breaches, Encumbrances or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company or any Subsidiary. (d) No consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or any other Person, is required to be made or obtained by Seller, the Company or any Subsidiary in connection with the execution, delivery and performance of this Agreement or the Related Agreements or the consummation of the transactions contemplated hereby or thereby, other than (i) any applicable filings under federal or state securities laws or state anti-takeover laws and (ii) filings required pursuant to the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Authorized and Effective Agreement. (a) UCB Progressive has all requisite corporate power and authority to enter into into, adopt and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Progressive Option Agreement. The execution execution, adoption and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Progressive Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Progressive (including the unanimous approval of its Board of Directors), except in that the case affirmative vote of the holders of the outstanding shares of Progressive Common Stock entitled to vote thereon is required to adopt the Plan of Merger pursuant to the New York Business Corporation Law, as amended, and Progressive's Certificate of Incorporation and Bylaws. (b) Pawling has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement and the Plan Bank Merger Agreement, and the execution and delivery of Merger, this Reorganization Agreement and the approval Bank Merger Agreement and the consummation of UCB shareholders pursuant to the transactions contemplated hereby and to thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the extent required by applicable law. part of Pawling. (c) This Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBProgressive and this Reorganization Agreement and the Bank Merger Agreement constitute legal, valid and binding obligations of Pawling, in each is case enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bd) Neither Except as Previously Disclosed, neither the execution execution, adoption and delivery of this Reorganization Agreement, the Articles Plan of MergerMerger or the Progressive Option Agreement, in the UCB Option case of Progressive, or this Reorganization Agreement or the SNC Option Bank Merger Agreement, in the case of Pawling, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Progressive or Pawling with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation, articles of incorporation association or by-laws of UCB Progressive or any UCB SubsidiaryPawling, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Progressive or any UCB Subsidiary Pawling pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, in each case in an amount greater than $100,000 or requiring an annual payment greater than $100,000, or (iii) subject to the receipt of all required governmental regulatory approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Progressive or Pawling. (e) Except for consents and approvals of or filings with the Federal Reserve Board, the OCC, the FDIC, the Commission, the Banking Department and the New York Department of State, and except as Previously Disclosed, no consents or approvals of or filings or registrations with any UCB Subsidiarypublic body or authority are necessary, and no consents or approvals of any third parties are necessary, in connection with the execution and delivery of this Agreement and the Bank Merger Agreement by Progressive and Pawling or the consummation by Progressive or Pawling of the transactions contemplated hereby, thereby or by the Plan of Merger.

Authorized and Effective Agreement. (a) UCB Seller has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Seller, except for the affirmative vote of the holders of two thirds (2/3) of the outstanding shares of Seller Common Stock, which is the only shareholder vote (b) Assuming the accuracy of the representation contained in the case of Section 3.5(b) hereof, this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBSeller, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Seller with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws association, charter or bylaws of UCB Seller or any UCB Seller Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Seller or any UCB Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller or any UCB Seller Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Seller. (d) Other than (i) the filing of the Proxy Statement and the Registration Statement with the Commission pursuant to the Securities Laws, (ii) the filing of the Certificate of Merger and other appropriate merger documents required by the Delaware General Corporation Law and the New York Business Corporation Law and with their respective Secretaries of State, (iii) the filing of appropriate documents with the relevant authorities of other states in which the parties to the Bank Merger Agreement are qualified to do business, and (iv) as contemplated by Section 4.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consents would not have a Material Adverse Effect on Seller. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. 5.3.1. Each of Purchaser, Purchaser Parent and each Bank Party (aindividually a "Purchaser Representing Party" and collectively the "Purchaser Representing Parties") UCB has all requisite corporate power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered to Parent or any of its Affiliates by such Purchaser Representing Party pursuant to this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Mergerapprovals) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement hereunder and the SNC Option Agreementthereunder. The execution and delivery of this Reorganization AgreementAgreement and each agreement, document and instrument to be executed and delivered to Parent or any of its Affiliates by a Purchaser Representing Party pursuant to this Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable laweach Purchaser Representing Party. This Agreement has been duly and validly executed and delivered by each Purchaser Representing Party and, assuming due authorization, execution and delivery by Target, Parent and each of the Plan of Merger constitute Bank Parties, constitutes a legal, valid and binding obligations obligation of UCB, and each Purchaser Representing Party which is enforceable against UCB such Purchaser Representing Party in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) 5.3.2. Neither the execution and delivery of this AgreementAgreement and each agreement, the Articles document and instrument to be executed and delivered to Parent or any of Merger, the UCB Option Agreement or the SNC Option its Affiliates by any Purchaser Representing Party pursuant to this Agreement, nor consummation of the transactions contemplated hereby or thereby, thereby nor compliance by UCB any Purchaser Representing Party with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Corporate Charter or Bylaws of incorporation any Purchaser Representing Party or by-laws the equivalent documents of UCB or any UCB SubsidiarySubsidiary of any Purchaser Representing Party, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of of, any lienLien, charge or encumbrance upon any property or asset of UCB any Purchaser Representing Party or any UCB Subsidiary of any Purchaser Representing Party pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which any Purchaser Representing Party or any Subsidiary of any Purchaser Representing Party is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, judgment, governmental permit, license, statute, rule or regulation applicable to UCB any Purchaser Representing Party or any UCB SubsidiarySubsidiary of any Purchaser Representing Party. 5.3.3. Except for the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, and review of the Acquisition by the DOJ under federal antitrust laws, and except for such filings, registrations, consents or approvals which are disclosed in Schedule 5.3.3, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Purchaser or Purchaser Parent in connection with the execution and delivery by Purchaser or Purchaser Parent of this Agreement and each agreement, document and instrument to be executed and delivered to Parent or any of its Affiliates by Purchaser or Purchaser Parent pursuant to this Agreement and the consummation by Purchaser or Purchaser Parent or any Bank Party of the transactions contemplated hereby or thereby (including the Acquisition and the subsequent transactions effected by the Purchase Agreement). 5.3.4. Except as disclosed in Schedule 5.3.4, as of the date hereof, no Purchaser Representing Party is aware of any reasons relating to any Purchaser Representing Party or any Affiliate of any Purchaser Representing Party (including without limitation Community Reinvestment Act compliance and Management Interlocks Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for consummation of the transactions contemplated by this Agreement and each agreement, document and instrument to be executed and delivered to Parent or any of its Affiliates by any Purchaser Representing Party pursuant to this Agreement and the consummation by each Purchaser Representing Party of the transactions contemplated hereby or thereby.

Authorized and Effective Agreement. (a) UCB 5.3.1 NHSB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and Conversion and/or the Plan of Mergerby the Corporators) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Bank Merger Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Bank Merger Agreement and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, thereof on the part of NHSB except in for approval of the case of this Agreement and Conversion and/or the Plan of Merger, by the approval of UCB shareholders pursuant to and to the extent required by applicable lawCorporators. This Agreement has been duly and validly executed and delivered by NHSB and, assuming due authorization, execution and delivery by Connecticut Bancshares and SBM, constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of UCBNHSB, and each is enforceable against UCB NHSB in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting creditors’ rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NHSB, will have been duly and validly executed and delivered by NHSB and, assuming due authorization, execution and delivery by Connecticut Bancshares and SBM, constitutes the enforcement legal, valid and binding obligation of NHSB, enforceable against NHSB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) 5.3.2 Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Bank Merger Agreement, nor consummation of the transactions contemplated hereby or thereby, thereby (including the Conversion) nor compliance by UCB NHSB with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB or any UCB SubsidiaryNHSB, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary NHSB pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which NHSB is a party, or by which any of its properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental governmental, Corporator, and Board of Director approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB NHSB. 5.3.3 Except for (i) the filing of applications and notices with, and the consents and approvals of, the applicable Bank Regulators, (ii) the filing and effectiveness of the Conversion Registration Statement with the SEC in connection with the Conversion, (iii) the approval of the Conversion and/or the Plan by the requisite vote of the Corporators, (iv) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL in connection with the Merger, (v) the filing of a copy of the Bank Merger Agreement and the approval of the commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State in connection with the Bank Merger, and (vi) compliance with applicable state securities or “blue sky” laws, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of NHSB in connection with the execution and delivery of this Agreement or the Bank Merger Agreement, the consummation of the Merger by NEWCO, and the consummation of the Bank Merger by NHSB. 5.3.4 As of the date hereof, NHSB is not aware of any reasons relating to NHSB why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement.

Authorized and Effective Agreement. (a) UCB Community has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementTransaction Documents to which Community is a party. The adoption, execution and delivery of this Reorganization Agreement, the Articles of Merger Transaction Documents to which Community is a party and said Option Agreements, and the consummation of the transactions Transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Community, including without limitation the approval of a majority of the "Disinterested Directors" as contemplated by Article Ninth, Section A of Community's Articles of Incorporation, except in the case that (1) pursuant to applicable New Hampshire law and Community's Articles of this Agreement Incorporation and By-laws, the Plan of MergerExchange must be approved by the affirmative vote of the holders of not less than two-thirds of all the shares of Community Common Stock entitled to vote thereon, the approval of UCB shareholders and (2) pursuant to applicable New Hampshire law, certain required or appropriate actions may or must be taken with respect to the rights of any dissenting shareholders. The Board of Directors of Community has directed that the Transaction Documents and the Transactions be, to the extent required by applicable lawnecessary, submitted to Community's stockholders for approval at an annual or special meeting to be held as soon as practicable. (b) Each of the Community Banks has all requisite corporate power and authority to enter into and perform all its obligations under the Transaction Documents to which it is a party. This The execution and delivery of this Reorganization Agreement and the Plan of Merger and the consummation of the Transactions contemplated thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Community Banks. (c) Assuming the accuracy of the representations contained in Section 3.5(c) hereof, the Transaction Documents constitute legal, valid and binding obligations of UCBthe Community Entities, and each is enforceable against UCB them in accordance with its termstheir respective terms subject, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity. (d) Except as Previously Disclosed, and except that for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the availability of equitable remedies or injunctive relief is within aggregate, will not have a Material Adverse Effect on Community, neither the discretion of the appropriate court. (b) Neither the adoption, execution and delivery of this Agreement, the Articles of Merger, Transaction Documents nor the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, Transactions nor compliance by UCB the Community Entities with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificates of incorporation or association, charters or by-laws of UCB or any UCB Subsidiaryof the Community Entities, (ii) subject assuming that the regulatory approvals referred to receipt of any required consents or approvalsin Section 5.1(b) hereof are duly obtained, constitute or result in a breach of any term, condition or provision of, or or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary Community Entity pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject assuming that the regulatory approvals referred to receipt of all required governmental approvalsin Section 5.1(b) hereof are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB any Community Entity. (e) Except for the approvals specified in Sections 4.2 and 4.4 hereof, except as Previously Disclosed and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any UCB Subsidiaryother person, is required to be made or obtained by the Community Entities on or prior to the Closing Date in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions other than the filing of certificates or articles of merger or share exchange or similar documents with the appropriate New Hampshire state authorities.

Authorized and Effective Agreement. (a) UCB ArQule has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement and the SNC Option Escrow Agreement. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger and said Option Agreements, the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby, thereby (i) have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of ArQule and (ii) is not required to be approved or otherwise authorized by any shareholder of ArQule pursuant to any law, except in rule or regulation including, but not limited to, the case Securities Laws and the rules and regulations of The Nasdaq Stock Market. The ArQule Board of Directors (“ArQule Board”) has approved this Agreement and Reorganization Agreement, the Plan of Merger, and the approval Escrow Agreement. (b) Assuming the accuracy of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and representation contained in Section 2.4(b) hereof, this Reorganization Agreement, the Plan of Merger Merger, and the Escrow Agreement constitute legal, valid and binding obligations of UCBArQule, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither Except as set forth in Section 3.3(c) of the ArQule Disclosure Letter, neither the execution and delivery of this Reorganization Agreement, the Articles Plan of Merger, and the UCB Option Agreement or the SNC Option Escrow Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB ArQule with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles ArQule Articles, ArQule Bylaws or other organizational documents of incorporation or by-laws of UCB or any UCB SubsidiaryArQule, (ii) subject to receipt of any required consents or approvalsconflict with, constitute (with or without notice or lapse of time, or both) or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or require a consent or waiver under, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary ArQule pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to UCB ArQule, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, have not had, and are not reasonably likely to have, a Material Adverse Effect on ArQule. Section 3.3(c) of the ArQule Disclosure Letter lists all consents, waivers and approvals under any of ArQule’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (d) Except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which either of the parties is qualified to do business, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (iii) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of ArQule Common Stock to be issued in the Merger and (iv) as set forth in Section 3.3(d) of the ArQule Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any UCB Subsidiaryother Person, is required to be made or obtained by ArQule on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement, the Plan of Merger and the Escrow Agreement, or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, ArQule is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of ArQule having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of ArQule may vote. (f) For the purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and in accordance with the rules promulgated thereunder, ArQule hereby represents that it will not have less than $100 million in total assets as stated on its last regularly prepared balance sheet prior to the Closing Date, and that it will have less than $100 million of annual net sales as stated on the last regularly prepared annual statement of income and expense prior to the Closing Date (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of the transaction governed by this Agreement, ArQule will not hold assets of Cyclis valued in excess of $200 million.

Authorized and Effective Agreement. (a) UCB has Home Bancorp and the MHC have, and following its organization the Holding Company will have, all requisite corporate power and authority to enter into this Agreement and (subject to receipt the approval by the requisite vote of all necessary governmental approvals and the receipt of approval of the UCB Home Bancorp’s shareholders of this Agreement and the Plan of MergerConversion and the approval of the Plan of Conversion by the members of the MHC) to perform all of its respective obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Home Bancorp and the MHC, except in for the case approval of this Agreement and the Plan of Merger, Conversion by Home Bancorp’s shareholders and the approval of UCB shareholders the Plan of Conversion by the members of the MHC, and promptly following organization of the Holding Company and its execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, the execution and to delivery of this Agreement by the extent required Holding Company and the consummation of the transactions contemplated hereby will have been duly and validly authorized by applicable lawall necessary corporate action in respect thereof on the part of the Holding Company. This Agreement has been duly and validly executed and delivered by Home Bancorp and the Plan MHC and upon its execution and delivery of Merger constitute an instrument of accession pursuant to Section 5.13 of this Agreement, this Agreement will have been duly and validly executed and delivered by the Holding Company and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of UCBHome Bancorp, the MHC and each the Holding Company which is enforceable against UCB Home Bancorp, the MHC and the Holding Company in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, (including the Merger and the Bank Merger) nor compliance by UCB Home Bancorp and the MHC or, upon its organization the Holding Company, with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Charter, Articles of incorporation Incorporation, Bylaws or by-laws similar organizational documents of UCB or Home Bancorp, the MHC, any UCB SubsidiaryHome Bancorp Subsidiary or, upon its organization the Holding Company, except that the Holding Company will not be authorized to issue capital stock until consummation of the Conversion, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or Home Bancorp, the MHC, any UCB Home Bancorp Subsidiary or, upon its organization the Holding Company, pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Home Bancorp, the MHC, any Home Bancorp Subsidiary or, upon its organization the Holding Company, is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and depositor approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Home Bancorp, the MHC, any Home Bancorp Subsidiary or upon its organization the Holding Company. (c) To the best knowledge of Home Bancorp and the MHC, except for (i) the filing of applications and notices with and the approvals, as applicable, of the OTS, the FDIC and the FRB, (ii) the filing and effectiveness of the Form S-1 and the Proxy Statement relating to the meetings of the shareholders of Home Bancorp and the Company, (iii) compliance, to the extent applicable, with applicable state securities or “blue sky” laws in connection with the issuance of Holding Company Common Stock in connection with the Merger and the Conversion, (iv) the approval of this Agreement by the requisite vote of the shareholders of the Company and the shareholders of Home Bancorp, (v) the approval of the Plan of Conversion by the requisite vote of the members of the MHC and the shareholders of Home Bancorp, (vi) the filing of the Certificate of Merger with the Secretary of State of the State of Louisiana pursuant to the BCL in connection with the Merger, (vii) review of the Merger by the DOJ under federal antitrust laws, (viii) the filing of Articles of Combination with the OTS and, if necessary, a notice with the OFI in connection with the Bank Merger, and (ix) the consents and approvals of third parties which are not Governmental Entities, the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Home Bancorp no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of Home Bancorp or the Holding Company in connection with the (x) execution and delivery by Home Bancorp and the MHC of this Agreement, the execution and delivery by the Holding Company of an instrument of accession to this Agreement pursuant to Section 5.13 hereof and the consummation by Home Bancorp, the MHC and the Holding Company of the transactions contemplated hereby and (y) the execution and delivery by Home Federal of the Bank Merger Agreement and the consummation by Home Federal of the transactions contemplated thereby. (d) As of the date hereof, neither Home Bancorp nor the MHC is aware of any reasons relating to the MHC, Home Bancorp or Home Federal (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by the Holding Company and Home Federal after the Effective Time of the business of each of the Company and the Bank as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which in the reasonable opinion of Home Bancorp and the MHC could have a Material Adverse Effect on the Holding Company or Home Federal or materially impair the value of the Company and the Bank to the Holding Company and Home Federal, respectively.

Authorized and Effective Agreement. (a) UCB has Cohoes has, and following its organization the Holding Company will have, all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders Conversion by the Depositors of this Agreement and the Plan of MergerCohoes) to perform all of its respective obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Cohoes, except in for the case approval of the Conversion by the Depositors of Cohoes, and promptly following organization of the Holding Company and their execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, the execution and delivery of this Agreement by the Holding Company and the Plan consummation of Merger, the approval transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action in respect thereof on the part of UCB shareholders pursuant to and to the extent required by applicable lawHolding Company. This Agreement has been duly and validly executed and delivered by Cohoes and upon its execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, this Agreement will have been duly and validly executed and delivered by the Plan of Merger constitute Holding Company and, assuming due authorization, execution and delivery by SFS, this Agreement constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of UCBCohoes, and each the Holding Company which is enforceable against UCB Cohoes, the Holding Company in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, (including the Merger and the Bank Merger) nor compliance by UCB Cohoes or upon its organization the Holding Company with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Charter, Certificate of incorporation Incorporation, Bylaws or by-laws similar organizational documents of UCB Cohoes, any Cohoes Subsidiary or any UCB Subsidiaryupon its organization the Holding Company, except that Cohoes will not be authorized to issue capital stock until consummation of the Conversion, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Cohoes or any UCB Subsidiary upon its organization the Holding Company pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Cohoes or upon its organization the Holding Company is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and Member approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Cohoes or upon its organization the Holding Company. (c) To the best knowledge of Cohoes, except for (i) the filing of applications and notices with and the approvals of the OTS, (ii) the filing of applications with and the approvals of the FDIC, (iii) the filing of applications with the Department and the approvals of the Superintendent, (iv) the filing and effectiveness of the Form S-1 with the Commission, (v) compliance with applicable state securities or "blue sky" laws and the NASD Bylaws in connection with the issuance of Holding Company Common Stock in connection with the Merger and the Conversion, (vi) the approval of the Conversion by the requisite vote of the Depositors of Cohoes, (vii) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL in connection with the Merger, (viii) review of the Merger by the DOJ under federal antitrust laws, and (ix) the filing of Articles of Combination with the OTS in connection with the Bank Merger, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of Cohoes or the Holding Company in connection with the (x) execution and delivery by Cohoes of this Agreement, the execution and delivery by the Holding Company of an instrument of accession to this Agreement pursuant to Section 5.13 hereof and the consummation by Cohoes and the Holding Company of the transactions contemplated hereby and (y) the execution and delivery by Cohoes of the Bank Merger Agreement and the consummation by Cohoes of the transactions contemplated thereby. (d) As of the date hereof, Cohoes is not aware of any reasons relating to Cohoes (including without limitation CRA compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by the Holding Company and Cohoes after the Effective Time of the business of each of SFS and the Bank as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which in the reasonable opinion of Cohoes could have a Material Adverse Effect on the Holding Company or Cohoes or materially impair the value of SFS and the Bank to the Holding Company and Cohoes, respectively.

Authorized and Effective Agreement. (a) UCB Seller has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Seller, except for the affirmative vote of the holders of two thirds (2/3) of the outstanding shares of Seller Common Stock, which is the only shareholder vote (b) Assuming the accuracy of the representation contained in the case of Section 3.5(b) hereof, this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBSeller, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Seller with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws association, charter or bylaws of UCB Seller or any UCB Seller Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Seller or any UCB Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller or any UCB Seller Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Seller. (d) Other than (i) the filing of the Proxy Statement and the Registration Statement with the Commission pursuant to the Securities Laws, (ii) the filing of the Certificate of Merger and other appropriate merger documents required by the Delaware General Corporation Law and the New York Business Corporation Law and with their respective Secretaries of State, (iii) the filing of appropriate documents with the relevant authorities of other states in which the parties to the Bank Merger Agreement are qualified to do business, and (iv) as contemplated by Section 4.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consents would not have a Material Adverse Effect on Seller. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied. Seller has filed all SEC Documents required by the Securities Laws since December 31, 1994 and such SEC Documents complied, as of their respective dates, in all material respects with the Securities Laws. Seller and each Seller Subsidiary has filed all reports required by statute or regulation to be filed with any federal or state bank regulatory agency, except where the failure to so file would not have a Material Adverse Effect on Seller, and such reports were prepared in accordance with the applicable statutes, regulations and instructions in existence as of the date of filing of such reports in all material respects.

Authorized and Effective Agreement. (a) UCB CBSI has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of CBSI. The Board of Directors of CBSI has approved and adopted this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. . (b) This Agreement and each Transaction Document to which CBSI is a party have been duly executed and delivered by CBSI and, assuming the Plan accuracy of Merger constitute the representation contained in Section 3.4(b) hereof, this Agreement constitutes the legal, valid and binding obligations of UCBCBSI, and each is enforceable against UCB CBSI in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CBSI with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryCBSI, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority is required to be made or obtained by CBSI on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, CBSI is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB The Company has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Agreement and Plan of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles Agreement and Plan of Merger and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of the Company. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, except in the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute constitutes the legal, valid and binding obligations obligation of UCBthe Company, and each is enforceable against UCB it in accordance with its terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither Except as Previously Disclosed, neither the execution and delivery of this Agreement, the Articles Agreement and Plan of Merger, the UCB Option Agreement or the SNC Option Agreement, Merger nor consummation of the transactions contemplated hereby or therebyhereby, nor compliance by UCB the Company with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws association, charter or bylaws of UCB the Company or any UCB Company Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB the Company or any UCB Company Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated hereby and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB the Company or any UCB Company Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on the Company. (d) Other than as contemplated hereby and except as Previously Disclosed, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by the Company or any Company Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. Neither the Company nor any Company Subsidiary is aware of any reason why the conditions set forth in this Agreement and Plan of Merger will not be satisfied without undue delay and without the imposition of any condition or requirement of the type referred to in the provisions thereof.

Authorized and Effective Agreement. (a) UCB The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB Company's shareholders of this Agreement and the Plan of MergerAgreement) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of the Company, except in for the case approval of this Agreement and by the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawCompany's shareholders. This Agreement has been duly and validly executed and delivered by the Plan of Merger constitute Company and, assuming due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligations obligation of UCB, and each the Company which is enforceable against UCB the Company in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby(including the Merger and the Bank Merger), nor compliance by UCB the Company with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB or the Company or, except as Previously Disclosed, the equivalent documents of any UCB Company Subsidiary, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB the Company or any UCB a Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which the Company or a Company Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB the Company or any UCB a Company Subsidiary. (c) Except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the OTS and the OCC, (ii) the filing and effectiveness of the Form S-4 with the Commission, (iii) the approval of this Agreement by the requisite vote of the shareholders of the Company, (iv) the filing of Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the PBCL and the DGCL, respectively, in connection with the Merger and (v) review of the Merger by the DOJ under federal antitrust laws, and except for such filings, registrations, consents or approvals which are Previously Disclosed, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of the Company or the Bank in connection with (i) the execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and (ii) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby. (d) As of the date hereof, neither the Company nor the Bank is aware of any reasons relating to the Company or the Bank (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement.

Authorized and Effective Agreement. (a) UCB has TFC and Merger Sub have all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementBank Plan of Merger. The execution and delivery of this Reorganization Agreement, Agreement and the Articles Bank Plan of Merger and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of TFC and Merger Sub. The Boards of Directors of TFC and Merger Sub have directed that TFC and Merger Sub enter into this Agreement and the Bank Plan of Merger. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This this Agreement and the Bank Plan of Merger constitute legal, valid and binding obligations of UCB, TFC and each is Merger Sub enforceable against UCB it in accordance with its termstheir respective terms subject, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option AgreementPlan of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB TFC and Merger Sub with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws association, charter or bylaws of UCB TFC or any UCB TFC Subsidiary, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.4 hereof are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB TFC or any UCB TFC Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.4 hereof are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB TFC or any UCB TFC Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on TFC. (d) Except for approvals contemplated by Section 4.4 hereof, and except as expressly referred to in this Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by TFC or any TFC Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. Neither TFC nor any of the TFC Subsidiaries is aware of any reason why the conditions set forth in Section 5.1 of this Agreement will not be satisfied without undue delay and without the imposition of any condition or requirement of the type referred to in the provisions thereof.

Authorized and Effective Agreement. (a) UCB 5.3.1 NHSB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and Conversion and/or the Plan of Mergerby the Corporators) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Bank Merger Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Bank Merger Agreement and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, thereof on the part of NHSB except in for approval of the case of this Agreement and Conversion and/or the Plan of Merger, by the Corporators and approval of UCB shareholders pursuant to and to the extent required Offering by applicable lawthe Board of Directors. This Agreement has been duly and validly executed and delivered by NHSB and, assuming due authorization, execution and delivery by Alliance and Tolland, constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of UCBNHSB, and each is enforceable against UCB NHSB in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) 5.3.2 Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Bank Merger Agreement, nor consummation of the transactions contemplated hereby or thereby, thereby (including the Conversion) nor compliance by UCB NHSB with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB or any UCB SubsidiaryNHSB, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary NHSB pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which NHSB is a party, or by which any of its properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental governmental, Corporator, and Board of Director approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB NHSB. 5.3.3 Except for (i) the filing of applications and notices with, and the consents and approvals of, the applicable Bank Regulators, (ii) the filing and effectiveness of the Conversion Registration Statement with the SEC in connection with the Conversion and the Merger Registration Statement with the SEC in connection with the Merger, (iii) the approval of the Conversion and/or the Plan by the requisite vote of the Corporators, (iv) the filing of certificates of merger with the Secretary of State of the State of Delaware pursuant to the DGCL in connection with the Merger, (v) the filing of a copy of the Bank Merger Agreement and the approval of the commissioner of the Connecticut Department of Banking with the Connecticut Back to Contents Secretary of the State in connection with the Bank Merger, and (vi) compliance with applicable state securities or “blue sky” laws, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of NHSB in connection with the execution and delivery of this Agreement or the Bank Merger Agreement, the consummation of the Merger by NEWCO, and the consummation of the Bank Merger by NHSB. 5.3.4 As of the date hereof, NHSB has no Knowledge of any reasons relating to NHSB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NEWCO and NHSB after the Effective Time of the business of NHSB carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NHSB, could have a Material Adverse Effect on the business of NHSB.

Authorized and Effective Agreement. (a) UCB has Peoples has, and following its organization the Holding Company will have, all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders Conversion by the Members of this Agreement Peoples and the Plan of MergerOakley) to perform all of its respective obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Peoples, except in for the case approval of the Conversion by the Members of Peoples and Oakley, and promptly following organization of the Holding Company and its execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, the execution and delivery of this Agreement by the Holding Company and the Plan consummation of Merger, the approval transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action in respect thereof on the part of UCB shareholders pursuant to and to the extent required by applicable lawHolding Company. This Agreement has been duly and validly executed and delivered by Peoples and upon its execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, this Agreement will have been duly and validly executed and delivered by the Plan of Merger constitute Holding Company and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of UCB, Peoples and each the Holding Company which is enforceable against UCB Peoples and the Holding Company in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, (including the Merger and the Bank Merger) nor compliance by UCB Peoples or, upon its organization, the Holding Company, with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Constitution, Articles of incorporation Incorporation, Bylaws or by-laws similar organizational documents of UCB Peoples, or any UCB Subsidiaryupon its organization the Holding Company, except that Peoples will not be authorized to issue capital stock until consummation of the Conversion, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Peoples or any UCB Subsidiary upon its organization the Holding Company pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Peoples or upon its organization the Holding Company is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and Member approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Peoples or upon its organization the Holding Company. (c) To the best knowledge of Peoples, except for (i) the filing of applications and notices with and the approvals of the OTS and the Division, (ii) the filing and effectiveness of the Form S-1 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws and the NASD Bylaws in connection with the issuance of Holding Company Common Stock in connection with the Merger and the Conversion, (iv) the approval of the Conversion by the requisite vote of the Members of Peoples and Oakley, (v) the filing of a Certificate of Merger with the Secretaries of State of the States of Delaware and Ohio pursuant to the DGCL and the ORC, respectively, in connection with the Merger, (vi) review of the Merger by the DOJ under federal antitrust laws and (vii) the filing of Articles of Combination with the OTS in connection with the Bank Merger, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of Peoples or the Holding Company in connection with the (x) execution and delivery by Peoples of this Agreement, the execution and delivery by the Holding Company of an instrument of accession to this Agreement pursuant to Section 5.13 hereof and the consummation by Peoples and the Holding Company of the transactions contemplated hereby and (y) the execution and delivery by Peoples of the Bank Merger Agreement and the consummation by Peoples of the transactions contemplated thereby. (d) As of the date hereof, Peoples is not aware of any reasons relating to Peoples (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by the Holding Company and Peoples after the Effective Time of the business of each of the Company and the Bank as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which in the reasonable opinion of Peoples could have a Material Adverse Effect on the Holding Company or Peoples or materially impair the value of the Company and the Bank to the Holding Company and Peoples, respectively.

Authorized and Effective Agreement. (a1) UCB Each of Merger Sub and Ardmore has all requisite the corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals this Agreement and the receipt of approval of Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. Principal Shareholder has the UCB shareholders limited liability company power and authority to enter into this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder. (2) The execution, delivery and performance of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement Transaction Documents and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby Merger and thereby, the Contemplated Transactions have been duly and validly authorized by the respective Boards of Directors of Ardmore and Merger Sub and by Ardmore as the sole stockholder of Merger Sub, and by Principal Shareholder as majority stockholder of Ardmore, which authorizations constitute all necessary corporate action in respect thereofthereof and which has not been rescinded, except in the case of this Agreement revoked or otherwise adversely modified. (3) This Agreement, and the Plan Transaction Documents to which it is a party, have been duly executed and delivered by each of Merger, Ardmore and Merger Sub and constitutes the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of UCBPrincipal Shareholder, Ardmore and each is Merger Sub, enforceable against UCB Principal Shareholder, Ardmore and Merger Sub, respectively, in accordance with its terms, in each such case subject to (i) except as enforcement may be limited by applicable bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, insolvency or other similar laws from time to time in effect Legal Requirements of general applicability relating to or affecting the enforcement of creditor’s rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; generally and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b4) Neither the execution and delivery of this AgreementAgreement will constitute a breach of any Contract to which Principal Shareholder, Ardmore or Merger Sub is a party or to which it is otherwise subject and will not violate any judgment, decree, order, writ or Legal Requirement applicable to Ardmore, Merger Sub or their properties. (5) Neither the Articles execution and delivery of Merger, the UCB Option this Agreement or the SNC Option AgreementTransaction Documents to which it is a party, nor the consummation of the transactions contemplated hereby or therebyMerger and the Contemplated Transactions, nor compliance by UCB Principal Shareholder, Ardmore or Merger Sub with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision the respective Articles or Certificate of the articles of incorporation Incorporation or by-laws of UCB either Ardmore or any UCB Subsidiary, (ii) subject to receipt Merger Sub or the Articles of any required consents Organization or approvals, constitute or result in a breach Operating Agreement of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB or any UCB SubsidiaryPrincipal Shareholder.

Authorized and Effective Agreement. (a) UCB Each of the Acquiror and the Acquiror Sub has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB Acquiror's shareholders of this Agreement and the Plan of MergerAgreement) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of the Acquiror and the Acquiror Sub, except in for the case approval of this Agreement and by the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawAcquiror's shareholders. This Agreement has been duly and val- idly executed and delivered by the Acquiror and the Plan of Merger constitute Acquiror Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligations obligation of UCB, the Acquiror and each the Acquiror Sub which is enforceable against UCB the Acquiror in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby(including the Merger and the Bank Merger), nor compliance compli- ance by UCB the Acquiror and the Acquiror Sub with any of the provisions pro- visions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of incorporation Incorporation or by-laws Bylaws of UCB the Acquiror, Acquiror Sub or any UCB SubsidiaryAcquiror New Hampshire Bank, (ii) subject to receipt of any required consents or approvalsexcept as Previously Disclosed, constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration ac- celeration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB the Acquiror, Acquiror Sub or any UCB Subsidiary Acquiror New Hampshire Bank pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobliga- tion to which the Acquiror, Acquiror Sub or Acquiror New Hamp- shire Bank is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsand shareholder approv- als, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB the Acquiror, Acquiror Sub or Ac- quiror New Hampshire Bank. (c) Except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the FRB, the FDIC, the OCC, the NHBTCI, the Bank Commissioner and the Superintendent, (ii) the filing and effectiveness of the Form S-4 with the Commission, (iii) compliance with ap- plicable state securities or "blue sky" laws and the NASD By- laws in connection with the issuance of Acquiror Common Stock pursuant to this Agreement, (iv) the approval of this Agreement by the requisite vote of the shareholders of the Company and the Acquiror, (v) the filing of Articles of Merger with the Secretary of State of New Hampshire pursuant to the NHBCA in connection with the Merger and (vi) the filing of a certificate issued by the Bank Commissioner approving the Bank Merger with the Secretary of State of New Hampshire, and except for such filings, authorizations or approvals as are Previously Dis- closed, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are neces- sary on the part of the Acquiror, the Acquiror Sub or Acquiror New Hampshire Bank in connection with (i) the execution and delivery by the Acquiror and the Acquiror Sub of this Agreement and the consummation by the Acquiror of the transactions con- templated hereby and (ii) the execution and delivery by the Acquiror New Hampshire Bank of the Bank Merger Agreement and the consummation by the Acquiror New Hampshire Bank of the transactions contemplated thereby. (d) As of the date hereof, neither the Acquiror nor Acquiror Sub is aware of any reasons relating to the Acquiror or any UCB Subsidiaryof its Subsidiaries (including without limitation Com- munity Reinvestment Act compliance) why all consents and ap- provals shall not be procured from all regulatory agencies hav- ing jurisdiction over the transactions contemplated by this Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by the Acquiror after the Effective Time of the business of each of the Acquiror and the Company as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of the Acquiror, could have a Mate- rial Adverse Effect on the Acquiror or the Company or materi- ally impair the value of the Company and the Bank to the Ac- quiror.

Authorized and Effective Agreement. (a) UCB Each of BancTrust and Peoples has all requisite corporate power and authority to enter into this Agreement, and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Mergerapprovals) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and therebyhereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of BancTrust and Peoples. This Agreement constitutes a legal, except valid and binding obligation of BancTrust and Peoples, enforceable against each of them in accordance with its terms subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) At the case Effective Time, Acquisition Corporation will have full corporate power and authority to consummate the Merger, the consummation of this Agreement the Merger will have been duly and validly approved by the Board of Directors of Acquisition Corporation and by BancTrust, as the sole shareholder of Acquisition Corporation, and no other corporate proceedings on the part of Acquisition Corporation will be necessary to consummate the Merger. By the Effective Time, Acquisition Corporation will have duly and validly executed and delivered the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the such Plan of Merger will constitute legal, a valid and binding obligations obligation of UCB, and each is Acquisition Corporation enforceable against UCB it in accordance with and subject to its terms, in each such case subject as to (i) enforceability to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) As of the date hereof, neither BancTrust nor Peoples is aware of any reasons relating to BancTrust and/or Peoples (including, without limitation, Community Reinvestment Act compliance) why all required approvals and consents shall not be procured from all regulatory agencies having jurisdiction of the transactions contemplated by this Agreement as shall be necessary for consummation of the transactions contemplated by this Agreement. (d) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or therebyhereby, nor compliance by UCB BancTrust and Peoples with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the articles Articles of incorporation Incorporation or by-laws Bylaws of UCB BancTrust or any UCB SubsidiaryPeoples, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB BancTrust or any UCB Subsidiary Peoples pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB BancTrust or any UCB SubsidiaryPeoples.

Authorized and Effective Agreement. (a) UCB The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt re- ceipt of all necessary governmental approvals and the receipt of approval of the UCB Company's shareholders of this Agreement and the Plan of MergerAgreement) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions transac- tions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of the Company, except in for the case approval of this Agreement and by the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawCompany's shareholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Acquiror and the Plan of Merger constitute Acquiror Sub, constitutes a legal, valid and binding obligations obli- gation of UCB, and each the Company which is enforceable against UCB the Company in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courteq- uity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby(including the Merger and the Bank Merger), nor compliance compli- ance by UCB the Company with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of incorporation Agreement or by-laws Bylaws of UCB the Company or any UCB Subsidiarythe equivalent documents of the Bank, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration ac- celeration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB the Company or any UCB Subsidiary the Bank pursuant to, any material note, bond, mortgagexxxx- xxxx, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which the Company or the Bank is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation regula- tion applicable to UCB the Company or the Bank. (c) Except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the FRB, the FDIC, the OCC, the NHBTCI, the Bank Commissioner and the Superintendent, (ii) the filing and effectiveness of the Form S-4 with the Commission, (iii) compliance with ap- plicable state securities or "blue sky" laws and the NASD By- laws in connection with the issuance of Acquiror Common Stock pursuant to this Agreement, (iv) the approval of this Agreement by the requisite vote of the shareholders of the Company and the Acquiror, (v) the filing of Articles of Merger with the Secretary of State of New Hampshire pursuant to the NHBCA in connection with the Merger and (vi) the filing of a certificate issued by the Bank Commissioner approving the Bank Merger with the Secretary of State of New Hampshire, and except for such filings, authorizations or approvals which are Previously Dis- closed, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are neces- sary on the part of the Company or the Bank in connection with (i) the execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contem- plated hereby and (ii) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby. (d) As of the date hereof, neither the Company nor the Bank is aware of any reasons relating to the Company or the Bank (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be pro- cured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement as shall be neces- sary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the con- tinuation by the Acquiror after the Effective Time of the busi- ness of each of the Acquiror and the Company as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of the Company, could have a Material Adverse Effect on the Acquiror or the Company or materially impair the value of the Company and the Bank to the Acquiror.

Authorized and Effective Agreement. (a) UCB Wxxxxx has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby Transactions and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Wxxxxx, except in for the case affirmative vote of a two-thirds of the votes cast by the holders of Wxxxxx Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger pursuant to Wxxxxx’x certificate of incorporation and bylaws. The Board of Directors of Wxxxxx has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to Wxxxxx’x shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Wxxxxx has unanimously recommended that the shareholders of Wxxxxx approve this Agreement and the Merger. In connection with its approval of this Agreement and the Plan of Merger, the approval Board of UCB shareholders pursuant to and Directors of Wxxxxx has received a written fairness opinion dated on or about the date hereof from Austin Associates LLC to the extent required by applicable law. effect that the Merger Consideration is fair, from a financial point of view, to the shareholders of Wxxxxx. (b) This Agreement and each Transaction Document to which Wxxxxx is a party have been duly executed and delivered by Wxxxxx and, assuming the Plan accuracy of Merger constitute the representation contained in Section 4.3(b) hereof, this Agreement constitutes the legal, valid and binding obligations obligation of UCBWxxxxx, and each is enforceable against UCB Wxxxxx in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by Wxxxxx of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB Wxxxxx with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryWxxxxx, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Wxxxxx or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which Wxxxxx or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB Wxxxxx or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on Wxxxxx. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by Wxxxxx on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the Transactions. As of the date hereof, Wxxxxx is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB Each of Blue Rhino and Acquisition Sub has all requisite corporate power and authority to enter into execute, deliver and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of perform this Agreement and the Plan of Merger) Exhibits to perform all of its obligations under this Reorganization Agreement to which Blue Rhino and Acquisition Sub, as the case may be, is a party (together with this Agreement, the Articles of Merger, "BLUE RHINO AGREEMENTS") and to consummate the UCB Option Agreement transactions contemplated hereby and the SNC Option Agreementthereby. The execution execution, delivery and delivery performance of this Reorganization Agreement, each of the Articles of Merger and said Option Blue Rhino Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof, except in the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawaction. This Agreement has been duly executed and delivered by Blue Rhino and Acquisition Sub and constitutes, and, at Closing, each of the Plan of Merger constitute legalother Blue Rhino Agreements will be duly executed and delivered by Blue Rhino and Acquisition Sub and constitute, a valid and binding obligations obligation of UCBBlue Rhino and Acquisition Sub, and each is enforceable against UCB Blue Rhino and Acquisition Sub in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or other moratorium and similar laws from time to time in effect relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement and remedies of creditors' rights generally; and (ii) general principles of equity, and except subject to the further qualification that the availability remedy of equitable remedies specific performance or injunctive relief is within discretionary with the discretion of the appropriate courtcourt before which any proceeding therefor may be brought. (b) Neither the execution and delivery by Acquisition Sub or Blue Rhino of this Agreement, nor the Articles performance of Merger, the UCB Option Agreement any other obligation of Acquisition Sub or the SNC Option Blue Rhino under this Agreement, nor consummation of the transactions contemplated hereby or therebyconflicts with, nor compliance by UCB with any of the provisions hereof or thereof, shall (i) conflict with or will result in a the breach of any provision of the articles of incorporation or by-laws of UCB or any UCB Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute constitutes a default under, or give rise to any right the terms of termination, cancellation or acceleration with respect totheir respective Certificates of Incorporation and Formation, or their respective Bylaws and Limited Liability Company Agreement, any indenture or other instrument or agreement to which either is a party or by which any of the assets of either may be bound or affected, or any statute, ordinance, judgment, order, decree, regulation or rule of any court or governmental body affecting or relating to either or its assets, or will result in the creation of any lien, charge or encumbrance lien upon any property or asset assets of UCB or any UCB Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB or any UCB Subsidiaryeither.

Authorized and Effective Agreement. Consents and Approvals (a) UCB BOH has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB BOH's shareholders of this Agreement and the Plan of MergerAgreement) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of BOH, except in for the case approval of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawBOH's shareholders. This Agreement has been duly and the Plan of Merger constitute validly executed and delivered by BOH and constitutes a legal, valid and binding obligations obligation of UCB, and each BOH which is enforceable against UCB BOH in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, (including the Merger) nor compliance by UCB BOH with any of the provisions hereof or thereofhereof, shall (i) conflict with or result in a breach of any provision provisions of the articles Articles of incorporation Incorporation or by-laws Bylaws of UCB or any UCB Subsidiary, BOH (ii) subject to receipt of any required consents or approvalsexcept as Previously Disclosed, constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary BOH pursuant to, any note, bond, mortgage, indenture, licensedeed of trust, lease, agreement or other instrument or obligationobligation to which BOH is a party, or by which any of its properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statutelaw, rule or regulation or any judgment, decree, order, governmental permit or license applicable to UCB BOH, excluding from the foregoing clauses (ii) and (iii) conflicts, breaches, defaults or violations which, either individually or in the aggregate, would not have a Material Adverse Effect on BOH. (c) Except for (i) the filing of applications and notices with, and the consents, approvals and waivers of, as applicable, the OTS, the Department, the FDIC and the DOJ, (ii) the filing of Articles of Combination with the Secretary of the OTS pursuant to the laws of the United States in connection with the Merger, (iii) the filing of an Agreement of Merger or a copy of the Articles of Combination with the California Secretary of State and the California Commissioner of Financial Institutions and (iv) the approval of the Merger by the respective Boards of Directors and shareholders of BOH and the Bank and the Board of Directors of PBOC and except for such filings, authorizations or approvals which are Previously Disclosed, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of BOH in connection with the execution and delivery by BOH of this Agreement and the transactions contemplated hereby.

Authorized and Effective Agreement. (a) UCB SHB has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of SHB, except that the affirmative vote of the holders of greater than 50% of the outstanding shares of SHB common stock entitled to vote thereon is required to adopt this Agreement pursuant to the DGCL and SHB's certificate of incorporation, as amended, and SHB's by-laws, each as in effect on the case date of this Agreement Agreement, and the Plan vote of Mergerthe holders of SHB Floating Rate Series A Noncumulative Redeemable Preferred Stock entitled to vote thereon is not required to adopt this Agreement pursuant to the Certificate of Designation of such shares, the DGCL and SHB's certificate of incorporation, as amended, and SHB's by-laws, each as in effect on the date of this Agreement. The Board of Directors of SHB has directed that this Agreement be submitted to SHB's stockholders for approval at a special meeting to be held as soon as practicable. (b) Assuming the accuracy of UCB shareholders pursuant to and to the extent required by applicable law. This representation contained in Section 3.5(b) hereof, this Agreement and the Plan of Merger constitute constitutes legal, valid and binding obligations of UCBSHB, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or therebyhereby, nor compliance by UCB SHB with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws association, charter or bylaws of UCB SHB or any UCB SubsidiarySleepy Hollow Bank, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 4.4 hereof are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB SHB or any UCB Subsidiary Sleepy Hollow Bank pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 4.4 hereof and the consents and approvals are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB SHB or Sleepy Hollow Bank. (d) Other than as contemplated by Section 4.4 hereof and as set forth on Schedule 2.5(d), no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any UCB Subsidiary.other person, is required to be made or obtained by SHB or Sleepy Hollow Bank on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Bank Plan of Merger or the consummation of the transactions contemplated hereby or thereby. Neither SHB nor Sleepy Hollow Bank is aware of any reason why the conditions set forth in Section

Authorized and Effective Agreement. (a) UCB Seller has all requisite corporate power and authority to enter into this Agreement and (subject to the filing of notices and applications with, and the receipt of all necessary governmental approvals of Regulatory Authorities and the receipt of approval of the UCB shareholders of this Agreement and by the Plan holders of Mergera majority of the outstanding Seller Common Stock) to perform all of its obligations under this Reorganization hereunder. This Agreement, the Articles of Merger, the UCB Option Agreement Cash-Out Merger and the SNC Option Agreement. The execution and delivery of other transactions contemplated by this Reorganization Agreement, other than the Articles of Holding Company Merger and said Option Agreements, and consummation of or the transactions contemplated hereby and therebyBank Merger, have been duly and validly authorized by all necessary the Board of Directors of Seller and no other corporate action is required in respect thereofthereof on the part of Seller, except in for the case approval of this Agreement and by the Plan holders of Merger, a majority of the approval of UCB shareholders pursuant to and to the extent required by applicable lawoutstanding Seller Common Stock. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer and Merger Sub, constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of UCBSeller, and each is enforceable against UCB Seller in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither Except as Previously Disclosed, neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation completion of the Merger and the other transactions contemplated hereby or therebyby this Agreement, nor compliance by UCB Seller or any of its Subsidiaries with any of the provisions hereof does or thereof, shall will (i) conflict with or result in a breach of any provision provisions of the articles of incorporation or by-laws bylaws of UCB Seller or the governing documents of any UCB Subsidiaryof its Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of UCB Seller or any UCB Subsidiary of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligationobligation to which Seller or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to the filing of notices and applications with, and the receipt of all required governmental approvalsapprovals from Regulatory Authorities and the stockholders of Seller, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller or any UCB Subsidiaryof its Subsidiaries. (c) Except for (i) the filing of notices and applications with and the approvals of applicable Regulatory Authorities, (ii) the approval of this Agreement by the holders of a majority of the outstanding Seller Common Stock, and (iii) the filing of the Articles of Merger with the Illinois Secretary, the filing of articles of merger and a certificate of merger with the Illinois Secretary and the Department, respectively, with respect to the Holding Company Merger, and the filing of required documents with the OCC to cause the Bank Merger to become effective, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Seller or any of its Subsidiaries in connection with the completion of the Merger or any of the other transactions contemplated by this Agreement. (d) As of the date hereof, Seller is not aware of any reasons relating to Seller or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Merger and the other transactions contemplated by this Agreement, as shall be necessary for the completion of the Merger and the other transactions contemplated by this Agreement.

Authorized and Effective Agreement. (a) UCB FXXX has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Regulatory Authorities, the expiration of applicable waiting periods, and the receipt of approval of the UCB shareholders adoption of this Agreement and by the Plan shareholders of MergerFXXX) to perform all of its obligations under this Reorganization Agreementhereunder. This Agreement (including the execution, the Articles of Merger, the UCB Option Agreement delivery and performance hereof) and the SNC Option Agreement. The execution Transactions have been duly authorized, deemed advisable, and delivery unanimously approved and adopted by the FXXX Board and no other corporate action is required in respect thereof on the part of FXXX, except for the adoption of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation Agreement by FXXX’x shareholders owning a majority of the transactions contemplated hereby issued and thereby, have outstanding shares of FXXX Common Stock. This Agreement has been duly and validly authorized executed and delivered by all necessary corporate action in respect thereofFXXX and, except in assuming due authorization, execution and delivery by MBFI, constitutes the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of UCBFXXX, and each is enforceable against UCB FXXX in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation completion of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB FXXX or any of its Subsidiaries with any of the provisions hereof does or thereof, shall will (i) conflict with or result in a breach of any provision provisions of the FXXX Certificate, FXXX By-Laws, or the certificate or articles of incorporation incorporation, charter, bylaws or by-laws other governing documents of UCB or any UCB Subsidiaryof its Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of UCB FXXX or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which FXXX or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Regulatory Authorities (and the expiration of applicable waiting periods) and the shareholders of FXXX, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB FXXX or any UCB Subsidiaryof its Subsidiaries. (c) Except for (i) the filing of applications with and the approvals of applicable Regulatory Authorities relating to the Transactions and the change of ownership of the FXXX Subsidiaries, (ii) the adoption of this Agreement by shareholders at the FXXX Meeting and the approval of the stock issuance at the MBFI Meeting, (iii) the filing with and clearance by the SEC of the Registration Statement and any state securities filings and clearances, (iv) the filing of the Certificate of Merger (and short from plan of merger, if applicable) with the Delaware Secretary and (v) the filing of documents with applicable Regulatory Authorities to cause the Bank Merger to become effective, no consents or approvals of or filings or registrations with any Governmental Authority or with any third party are necessary on the part of FXXX or any of its Subsidiaries or, to the Knowledge of FXXX, by MBFI or any of its Subsidiaries, in connection with the completion of the Transactions and the change in ownership of the FXXX Subsidiaries. (d) As of the date hereof, FXXX is not aware of any reasons relating to FXXX or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Transactions as shall be necessary for the completion of the Transactions.

Authorized and Effective Agreement. (a) UCB Seller has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Seller, except in for the case affirmative vote of the majority of the votes cast by the holders of Seller Common Stock entitled to vote thereon (i) approving this Agreement and the Plan consummation of Mergerthe transactions contemplated hereby and (ii) approving an amendment to Seller's Articles of Incorporation and Bylaws amending the restrictions on transfers of Seller's Common Stock contained in paragraph 10 and Article X thereof, respectively which are the approval of UCB shareholders only shareholder votes required to approve the Merger pursuant to the BCL and Seller's Articles of Incorporation and Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement be submitted to Seller's shareholders for such approvals. (b) Assuming the extent required by applicable law. This accuracy of the representation contained in Section 5.5(b) hereof, this Agreement and constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of UCBSeller, and each is enforceable against UCB it in accordance with its terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither Except as Previously Disclosed, neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or therebyhereby, nor compliance by UCB Seller with any of the provisions hereof or thereofhereof, subject to receipt of approval from the holders of Seller Common Stock and the appropriate Regulatory Authorities, shall (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws bylaws of UCB or any UCB SubsidiarySeller, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 6.3 hereof are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary Seller pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 6.3 hereof are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller. (d) Other than as contemplated by Section 6.3 hereof or as Previously Disclosed, and subject to receipt of approval from the holders of Seller Common Stock and the appropriate Regulatory Authorities, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any UCB Subsidiaryother person, is required to be made or obtained by Seller on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 7.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) UCB Each of Blue Rhino and Acquisition Sub has all requisite corporate power and authority to enter into execute, deliver and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of perform this Agreement and the Plan of Merger) Exhibits to perform all of its obligations under this Reorganization Agreement to which Blue Rhino and Acquisition Sub, as the case may be, is a party (together with this Agreement, the Articles of Merger, "BLUE RHINO AGREEMENTS") and to consummate the UCB Option Agreement transactions contemplated hereby and the SNC Option Agreementthereby. The execution execution, delivery and delivery performance of this Reorganization Agreement, each of the Articles of Merger and said Option Blue Rhino Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof, except in the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawaction. This Agreement has been duly executed and delivered by Blue Rhino and Acquisition Sub and constitutes, and, at Closing, each of the Plan of Merger constitute legalother Blue Rhino Agreements will be duly executed and delivered by Blue Rhino and Acquisition Sub and constitute, a valid and binding obligations obligation of UCBBlue Rhino and Acquisition Sub, and each is enforceable against UCB Blue Rhino and Acquisition Sub in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or other moratorium and similar laws from time to time in effect relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement and remedies of creditors' rights generally; and (ii) general principles of equity, and except subject to the further qualification that the availability remedy of equitable remedies specific performance or injunctive relief is within discretionary with the discretion of the appropriate courtcourt before which any proceeding therefor may be brought. (b) Neither the execution and delivery by Acquisition Sub or Blue Rhino of this Agreement, nor the Articles performance of Merger, the UCB Option Agreement any other obligation of Acquisition Sub or the SNC Option Blue Rhino under this Agreement, nor consummation of the transactions contemplated hereby or therebyconflicts with, nor compliance by UCB with any of the provisions hereof or thereof, shall (i) conflict with or will result in a the breach of any provision of the articles of incorporation or by-laws of UCB or any UCB Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute constitutes a default under, the terms of their respective Certificates of Incorporation or give rise Bylaws, any indenture or other instrument or agreement to which either is a party or by which any right of termination, cancellation the assets of either may be bound or acceleration with respect toaffected, or any statute, ordinance, judgment, order, decree, regulation or rule of any court or governmental body affecting or relating to either or its assets, or will result in the creation of any lien, charge or encumbrance lien upon any property or asset assets of UCB or any UCB Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB or any UCB Subsidiaryeither.

Authorized and Effective Agreement. (a) UCB 4.5.1 Each of CBI and Cornerstone has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB CBI’s shareholders of this Agreement and the Plan of MergerAgreement) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Bank Merger Agreement, as applicable. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Bank Merger Agreement and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of CBI and Cornerstone, except in for the case approval of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawCBI’s shareholders. This Agreement has been duly and validly executed and delivered by CBI and Cornerstone and, assuming due authorization and execution by NewAlliance and NAB, constitutes the Plan of Merger constitute legal, valid and binding obligations of UCBCBI and Cornerstone, and each is enforceable against UCB CBI and Cornerstone in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting creditors’ rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by Cornerstone, will have been duly and validly executed and delivered by Cornerstone and, assuming due authorization and execution by NAB, will constitute the enforcement legal, valid and binding obligation of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equityCornerstone, enforceable against Cornerstone in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and except that the availability other laws of equitable remedies general applicability relating to or injunctive relief is within the discretion of the appropriate courtaffecting creditors’ rights and to general equity principles. (b) 4.5.2 Neither the execution and delivery of this AgreementAgreement by CBI or Cornerstone, the Articles execution and delivery of Merger, the UCB Option Bank Merger Agreement or the SNC Option Agreementby Cornerstone, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CBI and Cornerstone with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB CBI or the equivalent documents of any UCB CBI Subsidiary, (ii) subject to receipt except as set forth in Section 4.5.2(ii) of any required consents or approvalsthe CBI DISCLOSURE SCHEDULE, constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBI or any UCB CBI Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which CBI or any CBI Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBI or any UCB CBI Subsidiary. 4.5.3 Except as set forth in Section 4.5.3 of the CBI DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the approval of this Agreement by the requisite vote of the shareholders of CBI, (iv) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL in connection with the Merger, and (v) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of CBI or Cornerstone in connection with the execution and delivery by CBI and Cornerstone of this Agreement, the execution and delivery by Cornerstone of the Bank Merger Agreement, the consummation of the Merger by CBI, and the consummation of the Bank Merger by Cornerstone. 4.5.4 As of the date hereof, neither CBI nor Cornerstone has Knowledge of any reasons relating to CBI or Cornerstone (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the Merger or the Bank Merger as shall be necessary for (i) consummation of the Merger and the Bank Merger, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of CBI and Cornerstone as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of CBI, could have a Material Adverse Effect on the business of CBI or Cornerstone or materially impair the value of CBI and Cornerstone to NewAlliance or NAB.

Authorized and Effective Agreement. (a) UCB 4.5.1 Each of SSE and BSC has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB SSE’s shareholders of this Agreement and the Plan of Mergertransactions contemplated by this Agreement) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementBank Merger Agreement as applicable. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Bank Merger Agreement and said Option Agreements, and the consummation of the transactions contemplated hereby by this Agreement and thereby, the Bank Merger Agreement have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of SSE and BSC, except in for the case approval of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required transactions contemplated by applicable lawthis Agreement by SSE’s shareholders. This Agreement and the Plan of Bank Merger constitute Agreement have been duly and validly executed and delivered by SSE and BSC and, assuming due authorization, execution and delivery by Liberty, constitutes the legal, valid and binding obligations of UCBSSE and BSC, and each is enforceable against UCB SSE and BSC in accordance with its their terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) 4.5.2 Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option AgreementBank Merger Agreement by SSE or BSC, nor consummation of the transactions contemplated hereby by this Agreement or therebythe Bank Merger Agreement, nor compliance by UCB SSE with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB SSE or any UCB Subsidiarythe equivalent documents of the SSE Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB SSE or any UCB Subsidiary the SSE Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which SSE or any of the SSE Subsidiaries is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental governmental, Board of Director and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB SSE or any UCB Subsidiaryof the SSE Subsidiaries, except for such violations, conflicts, breaches or defaults described in clause (ii) or (iii) which either individually or in the aggregate, will not have a Material Adverse Effect on SSE. 4.5.3 Except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing of the Proxy Statement with the SEC, (iii) the approval of this Agreement and the Bank Merger Agreement and the transactions contemplated by this Agreement and the Bank Merger Agreement by: (a) the requisite vote of the shareholders of SSE; (b) the Commissioner of the State of Connecticut Department of Banking; and (c) the FDIC, (iv) the filing of Certificates of Merger, this Agreement and the Bank Merger Agreement and the approval of the Commissioner of the Department with the Connecticut Secretary of the State pursuant to the CBCA and other applicable laws with respect to the Merger and the Bank Merger, and (v) the filing of applications and notices, as applicable, with the Federal Reserve Board pursuant to the BHCA, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of SSE or BSC in connection with the execution and delivery by SSE or BSC of this Agreement and the Bank Merger Agreement and the consummation of the Merger and the Bank Merger by SSE and BSC. 4.5.4 As of the date hereof, SSE is not aware of any reasons relating to SSE (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the Merger and the Bank Merger or as shall be necessary for (i) consummation of the Merger and the Bank Merger, and (ii) the continuation by Liberty after the Effective Time of the Merger and the Bank Merger of SSE and BSC, free of any conditions or requirements which could have a Material Adverse Effect on the business of Liberty.

Authorized and Effective Agreement. (a) UCB GNBC has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of GNBC, except in for the case affirmative vote of a majority of the votes cast by the holders of GNBC Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger pursuant to GNBC's certificate of incorporation and bylaws. The Board of Directors of GNBC has approved and adopted this Agreement and the Plan of Merger, and directed that this Agreement be submitted to GNBC's shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of GNBC has unanimously recommended that the approval shareholders of UCB shareholders pursuant to GNBC approve this Agreement and to the extent required by applicable law. Merger. (b) This Agreement and each Transaction Document to which GNBC is a party have been duly executed and delivered by GNBC and, assuming the Plan accuracy of Merger constitute the representation contained in SECTION 4.3(B) hereof, this Agreement constitutes the legal, valid and binding obligations of UCBGNBC, and each is enforceable against UCB GNBC in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by GNBC of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB GNBC with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryGNBC, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by SECTION 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB GNBC or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which GNBC or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by SECTION 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB GNBC or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBC. (d) Other than as contemplated by SECTION 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority is required to be made or obtained by GNBC on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, GNBC is not aware of any reason that the condition set forth in SECTION 6.1(B) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB Oneida has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby Transactions and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Oneida, except in for the case affirmative vote of a majority of the issued and outstanding shares of Oneida Common Stock, which is the only shareholder vote required to approve the Merger pursuant to Oneida’s articles of incorporation and bylaws. The Board of Directors of Oneida has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to Oneida’s shareholders for approval at a meeting of shareholders to be held as soon as practicable. The Board of Directors of Oneida has unanimously recommended that the shareholders of Oneida approve this Agreement and the Merger. In connection with its approval of this Agreement and the Plan of Merger, the approval Board of UCB shareholders pursuant to and Directors of Oneida has received a written fairness opinion dated on or about the date hereof from Xxxxx Xxxxxxxx & Xxxxx, Inc., to the extent required by applicable law. effect that, subject to the terms, limitations, and conditions set forth therein, the Merger Consideration is fair, from a financial point of view, to the common shareholders of Oneida, which opinion has not been rescinded prior to the execution of this Agreement. (b) This Agreement and each Transaction Document to which Oneida is a party have been duly executed and delivered by Oneida and, assuming the Plan accuracy of Merger constitute the representation contained in Section 4.3(b) hereof, this Agreement constitutes the legal, valid and binding obligations obligation of UCBOneida, and each is enforceable against UCB Oneida in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither Except as Previously Disclosed, neither the execution and delivery by Oneida of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB Oneida with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws bylaws of UCB Oneida or any UCB Subsidiaryof its Subsidiaries, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Oneida or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which Oneida or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB Oneida or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on Oneida. (d) Except as Previously Disclosed, other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by Oneida on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the Transactions.

Authorized and Effective Agreement. (a) UCB has Citizens has, and following its organization the Holding Company will have, all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders Conversion by the Members of this Agreement and the Plan of MergerCitizens) to perform all of its respective obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Citizens, except in for the case approval of the Conversion by the Members of Citizens, and promptly following organization of the Holding Company and their execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, the execution and delivery of this Agreement by the Holding Company and the Plan consummation of Merger, the approval transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action in respect thereof on the part of UCB shareholders pursuant to and to the extent required by applicable lawHolding Company. This Agreement has been duly and validly executed and delivered by Citizens and upon its execution and delivery of an instrument of accession pursuant to Section 5.13 of this Agreement, this Agreement will have been duly and validly executed and delivered by the Plan of Merger constitute Holding Company and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of UCBCitizens, and each the Holding Company which is enforceable against UCB Citizens, the Holding Company in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, (including the Merger and the Bank Merger) nor compliance by UCB Citizens or upon its organization the Holding Company with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Charter, Certificate of incorporation Incorporation, Bylaws or by-laws similar organizational documents of UCB Citizens, any Citizens Subsidiary or any UCB Subsidiaryupon its organization the Holding Company, except that Citizens will not be authorized to issue capital stock until consummation of the Conversion, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB Citizens or any UCB Subsidiary upon its organization the Holding Company pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Citizens or upon its organization the Holding Company is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and Member approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Citizens or upon its organization the Holding Company. (c) To the best knowledge of Citizens, except for (i) the filing of applications and notices with and the approvals of the OTS, (ii) the filing and effectiveness of the Form S-1 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws and the NASD Bylaws in connection with the issuance of Holding Company Common Stock in connection with the Merger and the Conversion, (iv) the approval of the Conversion by the requisite vote of the Members of Citizens, (v) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL in connection with the Merger, (vi) review of the Merger by the DOJ under federal antitrust laws and (vii) the filing of Articles of Combination with the OTS in connection with the Bank Merger, no consents or approvals of or filings or registrations with any UCB SubsidiaryGovernmental Entity or with any third party are necessary on the part of Citizens or the Holding Company in connection with the (x) execution and delivery by Citizens of this Agreement, the execution and delivery by the Holding Company of an instrument of accession to this Agreement pursuant to Section 5.13 hereof and the consummation by Citizens and the Holding Company of the transactions contemplated hereby and (y) the execution and delivery by Citizens of the Bank Merger Agreement and the consummation by Citizens of the transactions contemplated thereby. (d) As of the date hereof, Citizens is not aware of any reasons relating to Citizens (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by the Holding Company and Citizens after the Effective Time of the business of each of the Company and the Bank as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which in the reasonable opinion of Citizens could have a Material Adverse Effect on the Holding Company or Citizens or materially impair the value of the Company and the Bank to the Holding Company and Citizens, respectively.

Authorized and Effective Agreement. (a) UCB Milford has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Stock Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Stock Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of Milford, including without limitation the approval of a majority of the disinterested directors of Milford, except in that the case affirmative vote of the holders of two-thirds of the shares of Milford Common Stock is the only shareholder vote required to approve the Plan of Merger pursuant to Chapter 388 of the New Hampshire Revised Statutes Annotated and Milford's Amended Articles of Agreement and Bylaws. The Board of Directors of Milford has directed that this Agreement and the Plan of MergerMerger be submitted to Milford's stockholders for approval at an annual or special meeting to be held as soon as practicable. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBMilford, and each is enforceable against UCB it in accordance with its their respective terms, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (bc) Neither the execution and delivery of this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger or the SNC Stock Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB Milford with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles Amended Articles of incorporation Agreement or by-laws Bylaws of UCB or any UCB SubsidiaryMilford, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary Milford pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Milford, except for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on Milford. (d) Other than as contemplated by Sections 4.1 and 4.3 hereof and as expressly referred to in the Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any UCB Subsidiaryother person, is required to be made or obtained by Milford on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby other than the filing of a certificate or articles of merger or similar document with the appropriate New Hampshire state authorities.

Authorized and Effective Agreement. (a) UCB Each of CFX and Bank has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger and the SNC Stock Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles Plan of Merger and said the Stock Option Agreements, Agreement and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of CFX and Bank, except that the affirmative vote of the holders of a majority of the votes cast by the holders of CFX Common Stock eligible to vote thereon is required to authorize the issuance of CFX Common Stock pursuant to this Reorganization Agreement and the Plan of Merger in the case accordance with American Stock Exchange ("AMEX") policy. The Board of Directors of CFX has directed that this Agreement and the Plan of MergerMerger be submitted to CFX's stockholders for approval at an annual or special meeting to be held as soon as practicable. (b) Assuming the accuracy of the representation contained in Section 2.3(b) hereof, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBCFX and Bank, and in each is case enforceable against UCB it in accordance with its termstheir respective terms subject, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (bc) Neither Except as Previously Disclosed, neither the execution and delivery of this Reorganization Agreement, the Articles Plan of Merger, the UCB Option Agreement Merger or the SNC Stock Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CFX or Bank with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws association, charter or bylaws of UCB CFX or any UCB CFX Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CFX or any UCB CFX Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB CFX or any UCB CFX Subsidiary, except for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on CFX. (d) Except for approvals specified in Sections 4.1 and 4.3 hereof, except as Previously Disclosed and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by CFX or Bank on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby.

Authorized and Effective Agreement. Consents and Approvals (a) UCB has USAB and the Bank have all requisite corporate power and authority to enter into this Agreement and the Agreement of Merger, as applicable, and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB USAB's shareholders of this Agreement and the Plan of Mergertransactions contemplated hereby) to perform all of its their obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementAgreement of Merger. The execution and delivery of this Reorganization Agreement, Agreement and the Articles Agreement of Merger and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of USAB and the Bank, as applicable, except in for the case approval of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required transactions contemplated hereby by applicable lawUSAB's shareholders. This Agreement and the Plan Agreement of Merger have been duly and validly executed and delivered by USAB and the Bank, as applicable, and, except for the approval of this Agreement and the transactions contemplated hereby by USAB's shareholders, constitute legal, valid and binding obligations of UCB, USAB and each is the Bank which are enforceable against UCB USAB and the Bank in accordance with its their terms, in each such case subject to (i) except as limited by applicable bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorshipfraudulent conveyance, receivership, moratorium or other similar laws from time to time in effect relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity, and except that the availability of equitable remedies or injunctive relief (including, without limitation, specific performance) is within the discretion of the appropriate court, regardless of whether enforcement is considered in a proceeding in equity or at law. (b) Neither None of the execution and delivery of this AgreementAgreement and the Agreement of Merger by USAB and the Bank, as applicable, the Articles of Merger, consummation by USAB and the UCB Option Agreement or the SNC Option Agreement, nor consummation Bank of the transactions contemplated hereby and thereby in accordance with the terms hereof or therebythereof, nor or the compliance by UCB USAB and the Bank with any of the terms or provisions hereof or thereof, shall will (i) violate any provision of the Articles of Incorporation and Bylaws or equivalent documents of USAB or its Subsidiaries, (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to USAB or its Subsidiaries or any of their respective properties or assets, or (iii) violate, conflict with or with, result in a breach of any provision of the articles of incorporation or by-laws of UCB or any UCB Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of terminationresult in the termination of, cancellation or acceleration with respect toaccelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any property of the respective properties or asset assets of UCB USAB or its Subsidiaries under any UCB Subsidiary pursuant toof the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which USAB or its Subsidiaries are a party, or by which any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) subject above, such as individually or in the aggregate will not have a Material Adverse Effect on USAB and its Subsidiaries considered as one enterprise and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to receipt the FRB, the FDIC, the Commission, the Department and the stockholders of all USAB, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or non-governmental third party are required on behalf of USAB or the Bank in connection with (a) the execution and delivery of this Agreement and the Agreement of Merger by USAB and the Bank, as applicable, and (b) the completion by USAB and the Bank of the transactions contemplated hereby and thereby, except for any such non-governmental third party consents or approvals, violate the failure of which to obtain would not result in a Material Adverse Effect on USAB and its Subsidiaries considered as one enterprise or prevent or delay the consummation of the transactions contemplated hereby. (c) As of the date hereof, neither USAB nor the Bank is aware of any order, writ, injunction, decree, statute, rule reasons relating to USAB or regulation applicable to UCB or any UCB Subsidiarythe Bank why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for consummation of the transactions contemplated by this Agreement.

Authorized and Effective Agreement. (a) UCB CBSI has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of CBSI. The Board of Directors of CBSI has approved and adopted this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. . (b) This Agreement and each Transaction Document to which CBSI is a party have been duly executed and delivered by CBSI and, assuming the Plan accuracy of Merger constitute the representation contained in SECTION 3.4(B) hereof, this Agreement constitutes the legal, valid and binding obligations of UCBCBSI, and each is enforceable against UCB CBSI in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CBSI with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryCBSI, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by SECTION 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by SECTION 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by SECTION 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority is required to be made or obtained by CBSI on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, CBSI is not aware of any reason that the condition set forth in SECTION 6.1(B) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB Each of CBSI and Merger Sub has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of CBSI and Merger Sub, except in as the case may be. (b) This Agreement and each Transaction Document to which CBSI or Merger Sub is a party have been duly executed and delivered by CBSI or Merger Sub, respectively, and assuming the accuracy of the representation contained in Section 3.4(b) hereof, this Agreement and each Transaction Document to which CBSI or Merger Sub is a party constitutes the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBCBSI or Merger Sub, and each is as the case may be, enforceable against UCB such party in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI or Merger Sub of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CBSI or Merger Sub with any of the provisions hereof or thereof, thereof shall (i) , assuming the accuracy of the representation contained in Section 3.32 hereof, conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws bylaws of UCB CBSI or any UCB SubsidiaryMerger Sub, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary Merger Sub pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or Merger Sub is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or Merger Sub or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any UCB Subsidiaryother Person, is required to be made or obtained by CBSI or Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, neither CBSI nor Merger Sub is aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB 4.5.1 Each of the Company and NVSL has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders Company’s stockholders of this Agreement and the Plan of Mergertransactions contemplated by this Agreement) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option AgreementBank Merger Agreement as applicable. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Bank Merger Agreement and said Option Agreements, and the consummation of the transactions contemplated hereby by this Agreement and thereby, the Bank Merger Agreement have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of the Company and NVSL, except in for the case approval of this Agreement and the Plan of Merger, transactions contemplated by this Agreement by the approval of UCB shareholders pursuant to and to the extent required by applicable lawCompany’s stockholders. This Agreement and the Plan of Bank Merger constitute Agreement have been duly and validly executed and delivered by the Company and NVSL and, assuming due authorization, execution and delivery by Liberty, constitutes the legal, valid and binding obligations of UCBthe Company and NVSL, and each is enforceable against UCB the Company and NVSL in accordance with its their terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) 4.5.2 Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option AgreementBank Merger Agreement by the Company or NVSL, nor consummation of the transactions contemplated hereby by this Agreement or therebythe Bank Merger Agreement, nor compliance by UCB the Company with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of incorporation Incorporation or by-laws Bylaws of UCB the Company or any UCB Subsidiarythe equivalent documents of the Company Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a material breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB the Company or any UCB Subsidiary the Company Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which the Company or any of the Company Subsidiaries is a party, or by which any of their respective properties or assets may be bound or affected, other than with respect to the assumption or assignment of such agreement in connection with the consummation of the transactions contemplated by this Agreement, or (iii) subject to receipt of all required governmental governmental, Board of Director and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB the Company or any UCB Subsidiaryof the Company Subsidiaries, except for such violations, conflicts, breaches or defaults described in clause (ii) or (iii) which either individually or in the aggregate, will not have a Material Adverse Effect on the Company. 4.5.3 Except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators; (ii) the filing of the Proxy Statement with the SEC; (iii) the approval or waiver, as applicable, of this Agreement and the Bank Merger Agreement and the transactions contemplated by this Agreement and the Bank Merger Agreement by: (a) the requisite vote of the stockholders of the Company, (b) the Commissioner of the CT DOB, (c) the FDIC, and (d) the OCC; (iv) the filing of Certificates of Merger, this Agreement and the Bank Merger Agreement and the approval of the Commissioner of the CT DOB with the Connecticut Secretary of the State pursuant to the CBCA and other applicable laws with respect to the Merger and the Bank Merger; and (v) the filing of applications and notices, as applicable, with the FRB pursuant to the BHCA, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of the Company or NVSL in connection with the execution and delivery by the Company or NVSL of this Agreement and the Bank Merger Agreement and the consummation of the Merger and the Bank Merger by the Company and NVSL. 4.5.4 As of the date hereof, the Company has no Knowledge of any reason relating to the Company (including without limitation Bank Secrecy Act or Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the Merger and the Bank Merger or as shall be necessary for (i) consummation of the Merger and the Bank Merger, and (ii) the continuation by Liberty after the Effective Time of the Merger and the Bank Merger of the Company and NVSL, free of any conditions or requirements which could have a Material Adverse Effect on the business of Liberty.

Authorized and Effective Agreement. (a) UCB ONBC has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of ONBC, except in for the case affirmative vote by the holders of two-thirds of all outstanding shares of ONBC Common Stock entitled to vote thereon (and no greater voting requirement is applicable by reason of Section 10 of the certificate of incorporation of ONBC), which is the only shareholder vote required to approve the Merger pursuant to ONBC 's certificate of incorporation and bylaws and the NYBCL. The Board of Directors of ONBC has approved and adopted this Agreement and the Plan of Merger, and directed that this Agreement be submitted to ONBC 's shareholders for approval at a special meeting to be held in accordance with this Agreement. The Board of Directors of ONBC has unanimously recommended that the approval shareholders of UCB shareholders pursuant to ONBC approve this Agreement and to the extent required by applicable law. Merger. (b) This Agreement and each Transaction Document to which ONBC is a party have been duly executed and delivered by ONBC and, assuming the Plan accuracy of Merger constitute the representation contained in Section 4.2(b) hereof, this Agreement constitutes the legal, valid and binding obligations of UCBONBC, and each is enforceable against UCB ONBC in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by ONBC of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB ONBC with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryONBC, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB ONBC or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which ONBC or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB ONBC or any UCB Subsidiaryof its Subsidiaries or their respective assets. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by ONBC on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, ONBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. 5.3.1. Each of Purchaser, Purchaser Parent and each Bank Party (aindividually a "PURCHASER REPRESENTING PARTY" and collectively the "PURCHASER REPRESENTING PARTIES") UCB has all requisite corporate power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered to Parent or any of its Affiliates by such Purchaser Representing Party pursuant to this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Mergerapprovals) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement hereunder and the SNC Option Agreementthereunder. The execution and delivery of this Reorganization AgreementAgreement and each agreement, document and instrument to be executed and delivered to Parent or any of its Affiliates by a Purchaser Representing Party pursuant to this Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable laweach Purchaser Representing Party. This Agreement has been duly and validly executed and delivered by each Purchaser Representing Party and, assuming due authorization, execution and delivery by Target, Parent and each of the Plan of Merger constitute Bank Parties, constitutes a legal, valid and binding obligations obligation of UCB, and each Purchaser Representing Party which is enforceable against UCB such Purchaser Representing Party in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) 5.3.2. Neither the execution and delivery of this AgreementAgreement and each agreement, the Articles document and instrument to be executed and delivered to Parent or any of Merger, the UCB Option Agreement or the SNC Option its Affiliates by any Purchaser Representing Party pursuant to this Agreement, nor consummation of the transactions contemplated hereby or thereby, thereby nor compliance by UCB any Purchaser Representing Party with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Corporate Charter or Bylaws of incorporation any Purchaser Representing Party or by-laws the equivalent documents of UCB or any UCB SubsidiarySubsidiary of any Purchaser Representing Party, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of of, any lienLien, charge or encumbrance upon any property or asset of UCB any Purchaser Representing Party or any UCB Subsidiary of any Purchaser Representing Party pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which any Purchaser Representing Party or any Subsidiary of any Purchaser Representing Party is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, judgment, governmental permit, license, statute, rule or regulation applicable to UCB any Purchaser Representing Party or any UCB SubsidiarySubsidiary of any Purchaser Representing Party. 5.3.3. Except for the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, and review of the Acquisition by the DOJ under

Authorized and Effective Agreement. (a) UCB CBSI has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Document and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of CBSI, except in for the case affirmative vote of this Agreement and a majority of the Plan outstanding shares of MergerCBSI Common Stock (assuming that neither First Liberty nor its affiliates are deemed an "Interested Shareholder" under CBSI's certificate of incorporation), which is the approval of UCB shareholders pursuant to and to the extent required by applicable law. only stockholder vote (b) This Agreement and each Transaction Document to which CBSI is a party have been duly executed and delivered by CBSI and, assuming the Plan of Merger constitute representation contained in Section 3.4(b) hereof, this Agreement constitutes the legal, valid and binding obligations of UCBCBSI, and each is enforceable against UCB CBSI in accordance with its terms, in each except that such case enforceability may be subject to (i) supervisory powers of bank regulatory agencies, bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CBSI with any of the provisions hereof or thereof, thereof shall (i) conflict with or result in a breach of any provision of the articles certificate of incorporation or by-laws bylaws of UCB or any UCB SubsidiaryCBSI, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or any of its Subsidiaries is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or any UCB Subsidiaryof its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by CBSI on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, CBSI is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) UCB Each of the Acquiror and the Acquiror Sub has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Mergerapprovals) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of this Agreement the Acquiror and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawAcquiror Sub. This Agreement has been duly and validly executed and delivered by the Acquiror and the Plan of Merger constitute Acquiror Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligations obligation of UCB, the Acquiror and each the Acquiror Sub which is enforceable against UCB the Acquiror and the Acquiror Sub in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby(including the Merger), nor compliance by UCB the Acquiror and the Acquiror Sub with any of the provisions hereof or thereof, shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of incorporation Incorporation or by-laws Bylaws of UCB the Acquiror, or the Charter or Bylaws of any UCB Acquiror Subsidiary, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB the Acquiror or any UCB Subsidiary the Acquiror Sub pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which the Acquiror or any Acquiror Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB the Acquiror or any UCB Acquiror Subsidiary. (c) Except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the OTS, the FDIC, and the Superintendent, (ii) the filing and effectiveness of the Form S-4 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws and the American Stock Exchange Rules in connection with the issuance of acquiror Common Stock pursuant to this Agreement, (iv) the approval of this Agreement by the requisite vote of the shareholders of the Company and the Acquiror Sub, and (v) the filing of Articles of Merger with the Secretary of State of Maine pursuant to the MRSA and Articles of Combination with the OTS pursuant to the CFR in connection with the Merger, no consents or approvals of or filing or registrations with any Governmental Entity or with any third party are necessary on the part of the Acquiror, or the Acquiror Sub in connection with the execution and delivery by the Acquiror and the Acquiror Sub of this Agreement and the consummation by the Acquiror of the transactions contemplated hereby. (d) As of the date hereof, neither the Acquiror nor Acquiror Sub is aware of any reasons relating to the Acquiror or any of its Subsidiaries (including, without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and (ii) the continuation by the Acquiror after the Effective Time of the business of each of the Acquiror, the Acquiror Sub and the Company as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of the Acquiror, could have a Material Adverse Effect on the Acquiror, the Acquiror Sub or the Company or materially impair the value of the Company to the Acquiror.

Authorized and Effective Agreement. (a) UCB XXXX has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Regulatory Authorities, the expiration of applicable waiting periods, and the receipt of approval of the UCB shareholders adoption of this Agreement and by the Plan shareholders of MergerXXXX) to perform all of its obligations under this Reorganization Agreementhereunder. This Agreement (including the execution, the Articles of Merger, the UCB Option Agreement delivery and performance hereof) and the SNC Option Agreement. The execution Transactions have been duly authorized, deemed advisable, and delivery unanimously approved and adopted by the XXXX Board and no other corporate action is required in respect thereof on the part of XXXX, except for the adoption of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation Agreement by XXXX’x shareholders owning a majority of the transactions contemplated hereby issued and thereby, have outstanding shares of XXXX Common Stock. This Agreement has been duly and validly authorized executed and delivered by all necessary corporate action in respect thereofXXXX and, except in assuming due authorization, execution and delivery by MBFI, constitutes the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of UCBXXXX, and each is enforceable against UCB XXXX in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation completion of the transactions contemplated hereby or therebyTransactions, nor compliance by UCB XXXX or any of its Subsidiaries with any of the provisions hereof does or thereof, shall will (i) conflict with or result in a breach of any provision provisions of the XXXX Certificate, XXXX By-Laws, or the certificate or articles of incorporation incorporation, charter, bylaws or by-laws other governing documents of UCB or any UCB Subsidiaryof its Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of UCB XXXX or any UCB Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which XXXX or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Regulatory Authorities (and the expiration of applicable waiting periods) and the shareholders of XXXX, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB XXXX or any UCB Subsidiaryof its Subsidiaries. (c) Except for (i) the filing of applications with and the approvals of applicable Regulatory Authorities relating to the Transactions and the change of ownership of the XXXX Subsidiaries, (ii) the adoption of this Agreement by shareholders at the XXXX Meeting and the approval of the stock issuance at the MBFI Meeting, (iii) the filing with and clearance by the SEC of the Registration Statement and any state securities filings and clearances, (iv) the filing of the Certificate of Merger (and short from plan of merger, if applicable) with the Delaware Secretary and (v) the filing of documents with applicable Regulatory Authorities to cause the Bank Merger to become effective, no consents or approvals of or filings or registrations with any Governmental Authority or with any third party are necessary on the part of XXXX or any of its Subsidiaries or, to the Knowledge of XXXX, by MBFI or any of its Subsidiaries, in connection with the completion of the Transactions and the change in ownership of the XXXX Subsidiaries. (d) As of the date hereof, XXXX is not aware of any reasons relating to XXXX or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Transactions as shall be necessary for the completion of the Transactions.

Authorized and Effective Agreement. (a) UCB Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Regulatory Authorities, the expiration of applicable waiting periods, and the receipt of approval of the UCB shareholders adoption of this Agreement and by the Plan stockholders of MergerSeller) to perform all of its obligations under this Reorganization Agreementhereunder. This Agreement (including the execution, the Articles of Merger, the UCB Option Agreement delivery and performance hereof) and the SNC Option Agreement. The execution Merger have been duly authorized, deemed advisable, approved and delivery adopted by Seller's Board and no other corporate action is required in respect thereof on the part of Seller, except for the adoption of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation Agreement by Seller's stockholders owning a majority of the transactions contemplated hereby issued and thereby, have outstanding shares of Seller Common Stock. This Agreement has been duly and validly authorized executed and delivered by all necessary corporate action in respect thereofSeller and, except in assuming due authorization, execution and delivery by Purchaser and Merger Sub, constitutes the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of UCBSeller, and each is enforceable against UCB Seller in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation completion of the transactions contemplated hereby Merger or thereby, nor compliance by UCB Seller or any of its Subsidiaries with any of the provisions hereof does or thereof, shall will (i) conflict with or result in a breach of any provision provisions of the Certificate of Incorporation or Bylaws of Seller, or the certificate or articles of incorporation incorporation, charter or by-laws bylaws of UCB or any UCB Subsidiaryof its Subsidiaries, (ii) subject to receipt of any required consents or approvalsviolate, constitute conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of UCB Seller or any UCB Subsidiary of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligationobligation to which Seller or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Regulatory Authorities (and the expiration of applicable waiting periods) and the stockholders of Seller, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB Seller or any UCB Subsidiaryof its Subsidiaries. (c) Except for (i) the filing of applications with and the approvals of applicable Regulatory Authorities relating to the Merger and Purchaser's ownership of Seller Bank, (ii) the adoption of this Agreement by stockholders of Seller owning a majority of the issued and outstanding shares of Seller Common Stock, (iii) the filing with and clearance by the SEC of the Proxy Statement and any state securities filings and clearances, and (iv) the filing of the Certificate of Merger and this Agreement (or a short form plan of merger) with the Secretary of State of Delaware, no consents or approvals of or filings or registrations with any Governmental Authority or with any third party are necessary on the part of Seller or any of its Subsidiaries or, to the knowledge of Seller, by Purchaser, in connection with the completion of the Merger. (d) As of the date hereof, Seller is not aware of any reasons relating to Seller or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Merger as shall be necessary for the completion of the Merger.

Authorized and Effective Agreement. (a) UCB 5.4.1 Each of NewAlliance and NAB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Mergerapprovals) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Bank Merger Agreement, as applicable. The execution and delivery of this Reorganization Agreement, Agreement and the Articles of Bank Merger Agreement and said Option Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof, except in thereof on the case part of this Agreement NewAlliance and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable lawNAB. This Agreement has been duly and validly executed and delivered by NewAlliance and NAB and, assuming due authorization, execution and delivery by CBI and Cornerstone, constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of UCBNewAlliance and NAB, and each is enforceable against UCB NewAlliance and NAB in accordance with its terms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting creditors’ rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NAB, will have been duly and validly executed and delivered by NAB and, assuming due authorization and execution by Cornerstone, will constitute the enforcement legal, valid and binding obligation of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equityNAB, enforceable against NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and except that the availability other laws of equitable remedies general applicability relating to or injunctive relief is within the discretion of the appropriate courtaffecting creditors’ rights and to general equity principles. (b) 5.4.2 Neither the execution and delivery of this AgreementAgreement by NewAlliance or NAB, the Articles execution and delivery of Merger, the UCB Option Bank Merger Agreement or the SNC Option Agreementby NAB, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB NewAlliance and NAB with any of the provisions hereof or thereof, shall thereof (i) does or will conflict with or result in a breach of any provision provisions of the articles Certificate of incorporation Incorporation or by-laws Bylaws of UCB NewAlliance or the equivalent documents of any UCB NewAlliance Subsidiary, (ii) subject to receipt except as set forth in Section 5.4.2(ii) of any required consents or approvalsthe NEWALLIANCE DISCLOSURE SCHEDULE, constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB NewAlliance or any UCB NewAlliance Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which NewAlliance or any NewAlliance Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB NewAlliance or any UCB NewAlliance Subsidiary. 5.4.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of the State pursuant to the CGS in connection with the Merger, and (iv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance or NAB in connection with the execution and delivery by NewAlliance and NAB of this Agreement, the execution and delivery by NAB of the Bank Merger Agreement, the consummation of the Merger by NewAlliance, and the consummation of the Bank Merger by NAB. 5.4.4 As of the date hereof, NewAlliance has no Knowledge of any reasons relating to NewAlliance or NAB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance and NAB carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NAB, could have a Material Adverse Effect on the business of NewAlliance or NAB.

Authorized and Effective Agreement. (a) UCB Each of CBSI and Merger Sub has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and each of the SNC Option AgreementTransaction Documents to which it is a party. The execution and delivery of this Reorganization Agreement, Agreement and each such Transaction Agreement and the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereofthereof on the part of CBSI and Merger Sub, except in as the case may be. (b) This Agreement and each Transaction Document to which CBSI or Merger Sub is a party have been duly executed and delivered by CBSI or Merger Sub, respectively, and assuming the accuracy of the representation contained in Section 3.4(b) hereof, this Agreement and each Transaction Document to which CBSI or Merger Sub is a party constitutes the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCBCBSI or Merger Sub, and each is as the case may be, enforceable against UCB such party in accordance with its terms, in each except that such case enforceability may be subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate courtequity principles. (bc) Neither the execution and delivery by CBSI or Merger Sub of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreementany Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB CBSI or Merger Sub with any of the provisions hereof or thereof, thereof shall (i) assuming the accuracy of the representation contained in Section 3.31 hereof, conflict with or result in a breach of any provision of the articles or certificate of incorporation or by-laws bylaws of UCB CBSI or any UCB SubsidiaryMerger Sub, (ii) subject to receipt of any required assuming the consents or approvalsand approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB CBSI or any UCB Subsidiary Merger Sub pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligationobligation to which CBSI or Merger Sub is a party, or (iii) subject to receipt of all required governmental approvalsassuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to UCB CBSI or Merger Sub or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any UCB Subsidiaryother Person, is required to be made or obtained by CBSI or Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, neither CBSI nor Merger Sub is aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.