Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following the Bank Merger, the separate corporate existence of Target Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target shall cause Target Bank to approve the Subsidiary Plan of Merger, Target, as the sole shareholder of Target Bank, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following Concurrently with the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Beneficial Bank”), will merge (the “Bank Merger”) with and into Trustmark National WSFS Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer with WSFS Bank as the Surviving Bank”). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following Following the Bank Merger, the separate corporate existence of Target Beneficial Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously concurrently with the Effective TimeMerger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as in the form of Exhibit A hereto D (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) Target Beneficial shall cause Target the board of directors of Beneficial Bank to approve the Subsidiary Plan of Merger, TargetBeneficial, as the sole shareholder stockholder of Target Beneficial Bank, shall approve the Subsidiary Plan of Merger and Target Beneficial shall cause the Subsidiary Plan of Merger to be duly executed by Target Beneficial Bank and delivered to Buyer WSFS and (ii) Buyer WSFS shall cause Buyer the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, BuyerWSFS, as the sole shareholder stockholder of Buyer WSFS Bank, shall approve the Subsidiary Plan of Merger and Buyer WSFS shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by WSFS Bank and delivered to Beneficial. Prior to the Effective Time, Target Beneficial shall cause Target Beneficial Bank, and Buyer WSFS shall cause Buyer WSFS Bank, to execute such and file applicable articles or certificates of merger and articles of combination merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously concurrently with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7Merger.

Bank Merger. Immediately (a) On the Effective Date and promptly following the MergerEffective Time in accordance with the Bank Merger Agreement, BankTrustCompany Bank shall be merged with and into Buyer Bank and (i) all the assets, an Alabama banking corporation property, rights, privileges, powers and a wholly owned Subsidiary franchises of Target Company Bank and Buyer Bank shall vest in Buyer Bank (“Target New Bank”), will merge (the “ii) all debts, liabilities, obligations, restrictions, disabilities and duties of Company Bank Merger”) with and into Trustmark National Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer Bank shall become the debts, liabilities, obligations, restrictions, disabilities and duties of New Bank and (iii) notwithstanding the foregoing, thereafter the former offices of Company Bank located in Xxxxxxx and Washington counties shall be the surviving entity in the operated by New Bank Merger and shall continue its corporate existence as a separate division under the name “Trustmark Union Trust, a division of Camden National Bank,” and, following the Bank Merger, the separate corporate existence for a minimum of Target Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. twelve (12) months. (b) The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”)Bank Merger Agreement. In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to promptly following the filing of applications for regulatory approvaldate hereof: (i) Target shall cause Target Bank to approve the Subsidiary Plan of Merger, TargetCompany, as the sole shareholder of Target Company Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and Target the Company shall cause Company Bank to execute and deliver the Subsidiary Plan of Bank Merger to be duly executed by Target Bank and delivered Agreement to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Bank Merger to Target. Prior Agreement to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Company. (c) The former offices of Company Bank located within Buyer Bank, to execute such articles or certificates ’s existing footprint will be operated under the name “Camden National Bank.” The number of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to persons constituting the Board of Directors of Buyer New Bank as shall be increased by two members, one of whom shall be Xxxxx Xxxxxxx, who shall be appointed Vice Chairman of the Effective Time pursuant to this Section 1.7Board.

Bank Merger. Immediately On the Closing Date and immediately following the MergerEffective Time, BankTrustSouthwest Securities, an Alabama banking corporation FSB, a federally chartered savings bank and a wholly wholly-owned Subsidiary subsidiary of Target (“Target Bank”)Company, will merge (the “Bank Merger”) with and into Trustmark National PlainsCapital Bank, a national Texas banking association and wholly an indirect wholly-owned Subsidiary subsidiary of Buyer (“Buyer Bank”)Purchaser. Buyer PlainsCapital Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National PlainsCapital Bank,” , and, following the Bank Merger, the separate corporate existence of Target Bank Southwest Securities, FSB shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, attached as Exhibit A hereto in a form to be specified by Purchaser and reasonably acceptable to Company (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target Company shall cause Target Southwest Securities, FSB to adopt the Bank to approve the Subsidiary Plan of MergerMerger Agreement, TargetCompany, as the sole shareholder of Target BankSouthwest Securities, FSB, shall approve the Subsidiary Plan of Bank Merger Agreement, and Target Company shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Target Bank Southwest Securities, FSB and delivered to Buyer PlainsCapital Bank and (ii) Buyer Purchaser shall cause Buyer PlainsCapital Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, BuyerPurchaser shall cause PlainsCapital Corporation, as the sole shareholder of Buyer PlainsCapital Bank, shall to approve the Subsidiary Plan of Bank Merger Agreement and Buyer Purchaser shall cause Buyer the Bank Merger Agreement to be duly execute executed by PlainsCapital Bank and deliver the Subsidiary Plan of Merger delivered to TargetSouthwest Securities, FSB. Prior to the Effective Time, Target Company shall cause Target BankSouthwest Securities, FSB, and Buyer Purchaser shall cause Buyer PlainsCapital Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Purchaser and Company) as are necessary to make the Bank Merger effective simultaneously with (the “Bank Merger Certificates”) immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately At the Effective Time and immediately following the Company Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary First Federal Savings Bank of Target Xxxxxx (“Target Bank”"First Federal"), will merge (the “Bank Merger”) with and into Trustmark National Bank, a national banking association federally chartered savings bank and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer Bank Xxxxxx, shall be merged with and into Mutual Federal Savings Bank ("Mutual First Bank"), a federally chartered savings bank and wholly-owned Subsidiary of Mutual First. Such merger is hereinafter sometimes referred to as the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following the "Bank Merger, the separate corporate existence of Target Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time". The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). , in substantially the form of Exhibit A. In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target Xxxxxx shall cause Target the Board of Directors of First Federal to approve Subsidiary Plan of Merger, Xxxxxx as the sole stockholder of First Federal shall approve Subsidiary Plan of Merger, and Xxxxxx shall cause Subsidiary Plan of Merger to be duly executed by First Federal and delivered to Mutual First. Mutual First shall cause the Board of Directors of Mutual First Bank to approve The Subsidiary Plan of Merger, Mutual First as the sole stockholder of Mutual First Bank shall approve the Subsidiary Plan of Merger, Target, as the sole shareholder of Target Bank, shall approve the Subsidiary Plan of Merger and Target Mutual First shall cause the Subsidiary Plan of Merger to be duly executed by Target Mutual First Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetXxxxxx. Prior to the Effective Time, Target Xxxxxx shall cause Target Bank, First Federal and Buyer Mutual First shall cause Buyer Bank, Mutual First Bank to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make effective the Bank Merger and cause such documents to be timely and appropriately filed and endorsed, where required, by the OTS so that the Bank Merger shall become effective simultaneously with at the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following Simultaneously with the Merger, BankTrustWhitney National Bank, an Alabama a national banking corporation association and a wholly owned Subsidiary subsidiary of Target Company (“Target BankBank Subsidiary”), will merge (the “Bank Merger”) with and into Trustmark National BankXxxxxxx Bank of Louisiana, a national Louisiana banking association organization and wholly owned Subsidiary subsidiary of Buyer Purchaser (“Buyer Purchaser Bank”). Buyer Purchaser Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Whitney Bank,” ”, and, following the Bank Merger, the separate corporate existence of Target Bank Subsidiary shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by Purchaser and approved by Company, such approval not to be unreasonably withheld or delayed (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target Company shall cause Target Subsidiary Bank to approve the Subsidiary Plan of Merger, TargetCompany, as the sole shareholder of Target Subsidiary Bank, shall approve the Subsidiary Plan of Merger and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target Subsidiary Bank and delivered to Buyer Purchaser and (ii) Buyer Purchaser shall cause Buyer Purchaser Bank to approve the Subsidiary Plan of Merger, BuyerPurchaser, as the sole shareholder of Buyer Purchaser Bank, shall approve the Subsidiary Plan of Merger and Buyer Purchaser shall cause Buyer Purchaser Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Effective Time, Target Company shall cause Target Subsidiary Bank, and Buyer Purchaser shall cause Buyer Purchaser Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Purchaser Bank, two (2) the number of directors constituting the Board of Directors of Purchaser Bank shall be increased to 12 and 5 individuals who are currently directors of Target Company and who are mutually selected by Target Purchaser and Buyer Company at least ten (10) business days 10 Business Days prior to the date on which the Joint Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target either Company or Purchaser shall be appointed as directors of Buyer Purchaser Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of TargetCompany, then a successor to such individual who is currently an independent director of Target Company shall be mutually selected by Target Company and Buyer Purchaser and shall be duly appointed to the Board of Directors of Buyer Purchaser Bank as of the Effective Time pursuant to this Section 1.71.8.

Bank Merger. Immediately following Simultaneously with the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bryn Mawr Bank”), will merge (the “Bank Merger”) with and into Trustmark National WSFS Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer with WSFS Bank as the Surviving Bank”). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following Following the Bank Merger, the separate corporate existence of Target Bryn Mawr Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective TimeMerger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as in the form of Exhibit A hereto C (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) Target Bryn Mawr shall cause Target the board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of Merger, Targetand Bryn Mawr, as the sole shareholder of Target Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger and Target Bryn Mawr shall cause the Subsidiary Plan of Merger to be duly executed by Target Bryn Mawr Bank and delivered to Buyer and WSFS; (ii) Buyer Bryn Mawr shall cause Buyer the board of directors of Bryn Mawr Bank to approve the conversion of Bryn Mawr Bank to a federal savings bank immediately prior to the Effective Time (the “Charter Conversion”) and to file an application for the Charter Conversion with the Office of the Comptroller of the Currency (the “OCC”); and (iii) WSFS shall cause the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, Buyerand WSFS, as the sole shareholder stockholder of Buyer WSFS Bank, shall approve the Subsidiary Plan of Merger and Buyer WSFS shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by WSFS Bank and delivered to Bryn Mawr. Prior to the Effective Time, Target Bryn Mawr shall cause Target Bryn Mawr Bank, and Buyer WSFS shall cause Buyer WSFS Bank, to execute such and file applicable articles or certificates of merger and articles of combination merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7Merger.

Bank Merger. Immediately following (a) Simultaneously with the Merger, BankTrustBank of Smithtown, an Alabama a New York banking corporation organization and a wholly owned Subsidiary subsidiary of Target the Company (the “Target BankBank Subsidiary”), will merge with and into People’s United Bank, a federally chartered stock savings bank and subsidiary of Parent (“Parent Bank”). This merger is hereinafter sometimes referred to as the “Bank Merger”) with and into Trustmark National Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer .” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” existence, and, following the Bank Merger, the separate corporate existence of Target the Bank Subsidiary shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. . (b) The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target the Company shall cause Target the Subsidiary Bank to approve the Subsidiary Plan of Merger, Targetthe Company, as the sole shareholder of Target the Subsidiary Bank, shall approve the Subsidiary Plan of Merger and Target the Company shall cause the Subsidiary Plan of Merger to be duly executed by Target the Subsidiary Bank and delivered to Buyer Parent and (ii) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, BuyerParent, as the sole shareholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetthe Company. Prior to the Effective Time, Target the Company shall cause Target the Subsidiary Bank, and Buyer Parent shall cause Buyer Parent Bank, to execute such articles or certificates certificate of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following the MergerSecond Effective Time, BankTrustOmniAmerican Bank, an Alabama banking corporation and a federal savings association and, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of Target Company (the “Target BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into Trustmark National Southside Bank, a national Texas banking association corporation and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Southside Bank,” ”, and, following the Bank Merger, the separate corporate existence of Target the Company Bank Subsidiary shall cease. The Parties liquidation account established by Company Bank Subsidiary pursuant to 12 C.F.R. part 192 shall be assumed by Parent Bank following the Bank Merger. The parties agree that the Bank Merger shall become effective simultaneously with immediately after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as in substantially the form set forth in Exhibit A B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ia) Target Company shall cause Target the Company Bank Subsidiary to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder stockholder of Target Bankthe Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target the Company Bank Subsidiary and delivered to Buyer Parent and (iib) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder stockholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Second Effective Time, Target the Surviving Parent Company shall cause Target Bank, the Company Bank Subsidiary and Buyer shall cause Buyer Bank, Parent Bank to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Second Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following Simultaneously with the Merger, BankTrustGreater Delaware Valley Savings Bank D/B/A Alliance Bank, an Alabama banking corporation a Pennsylvania-chartered savings bank and a wholly owned Subsidiary of Target Alliance (“Target Alliance Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankWilmington Savings Fund Society, FSB, a national banking association federal savings bank and wholly owned Subsidiary of Buyer WSFS (“Buyer WSFS Bank”). Buyer WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Trustmark National BankWilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of Target Alliance Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target Alliance shall cause Target Alliance Bank to approve the Subsidiary Plan of Merger, TargetAlliance, as the sole shareholder of Target Alliance Bank, shall approve the Subsidiary Plan of Merger and Target Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Target Alliance Bank and delivered to Buyer WSFS and (ii) Buyer WSFS shall cause Buyer WSFS Bank to approve the Subsidiary Plan of Merger, BuyerWSFS, as the sole shareholder stockholder of Buyer WSFS Bank, shall approve the Subsidiary Plan of Merger and Buyer WSFS shall cause Buyer WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetAlliance. Prior to the Effective Time, Target Alliance shall cause Target Alliance Bank, and Buyer WSFS shall cause Buyer WSFS Bank, to execute such articles or certificates of combination, required merger and articles of combination certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following the Merger, BankTrustXxxxxx City Savings Bank, an Alabama banking corporation a federal savings association and a wholly owned Subsidiary of Target Xxxxxx (“Target Xxxxxx Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankManufacturers and Traders Trust Company, a national banking association bank chartered under the laws of the State of New York and a wholly owned Subsidiary of Buyer M&T (“Buyer M&T Bank”). Buyer M&T Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” Manufacturers and Traders Trust Company, and, following the Bank Merger, the separate corporate existence of Target Xxxxxx Bank shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by M&T in consultation with Xxxxxx (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties M&T and Xxxxxx shall cause the following to be accomplished prior to the filing of applications for regulatory approvalRegulatory Approval: (ii)(A) Target Xxxxxx shall cause Target Xxxxxx Bank to approve the Subsidiary Plan of Merger, Target(B) Xxxxxx, as the sole shareholder of Target Xxxxxx Bank, shall approve the Subsidiary Plan of Merger and Target (C) Xxxxxx shall cause the Subsidiary Plan of Merger to be duly executed by Target Xxxxxx Bank and delivered to Buyer M&T, and (iiii)(A) Buyer M&T shall cause Buyer M&T Bank to approve the Subsidiary Plan of Merger, Buyer(B) M&T, as the sole shareholder of Buyer M&T Bank, shall approve the Subsidiary Plan of Merger and Buyer (C) M&T shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by M&T Bank and delivered to Xxxxxx. Prior to the Effective Time, Target Xxxxxx shall cause Target Xxxxxx Bank, and Buyer M&T shall cause Buyer M&T Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties M&T shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer M&T Bank, two (2) individuals who are currently the number of directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to constituting the Board of Directors of Buyer M&T Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of the Effective Time pursuant to this Section 1.7M&T Bank.

Bank Merger. Immediately (a) On the day immediately following the MergerClosing Date, BankTrustUMB shall cause HTLF Bank (“HTLF Subsidiary Bank”) to be merged with and into UMB Bank, an Alabama banking corporation National Association, a national bank and a wholly owned Subsidiary of Target UMB (“Target UMB Subsidiary Bank”), will merge ) (the “Bank Merger”) with and into Trustmark National Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer UMB Subsidiary Bank shall be the surviving entity in of the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following the Bank Merger, the separate corporate existence of Target HTLF Subsidiary Bank shall cease. Promptly after the date of this Agreement, HTLF Subsidiary Bank shall enter into an agreement and plan of merger with UMB Subsidiary Bank in substantially the form set forth in Exhibit C (the “Bank Merger Agreement”). The Parties agree that Board of Directors of HTLF Subsidiary Bank and the Board of Directors of UMB Subsidiary Bank shall approve the Bank Merger Agreement, and each of HTLF and UMB shall become effective simultaneously with approve the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state Agreement and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target shall cause Target Bank to approve the Subsidiary Plan of Merger, Target, Merger as the sole shareholder shareholders of Target HTLF Subsidiary Bank and UMB Subsidiary Bank, shall approve the Subsidiary Plan of Merger respectively, and Target HTLF and UMB shall, and shall cause the HTLF Subsidiary Plan of Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the UMB Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly respectively, to, execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bank, to execute such certificates or articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, (“Bank Merger Certificates”) as of the Effective Time day immediately following the Closing Date. The Bank Merger shall become effective at such time and subject to and date as specified in the Bank Merger Agreement in accordance with the organizational documents of Buyer Bankapplicable law, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer or at least ten (10) business days prior to the date on which the Proxy Statement (such other time as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to provided by applicable law. (b) It is intended that the Effective Time, any such individual for any reason ceases to serve Bank Merger shall qualify as a director “reorganization” within the meaning of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as Section 368(a) of the Effective Time pursuant Code, and that the Bank Merger Agreement is intended to this Section 1.7be and will be adopted as a plan of reorganization for the purposes of Sections 354 and 361 of the Code.

Bank Merger. Immediately following Simultaneously with the Merger, BankTrustIndus-American Bank, an Alabama banking corporation a New Jersey chartered bank and a wholly owned IAB Subsidiary of Target (“Target "IAB Bank”"), will merge (the “"Bank Merger”") with and into Trustmark National BCB Community Bank, a national banking association New Jersey chartered bank and wholly owned BCB Subsidiary of Buyer (“Buyer "BCB Bank”"). Buyer BCB Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National "BCB Community Bank,” " and, following the Bank Merger, the separate corporate existence of Target IAB Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “"Subsidiary Plan of Merger”"). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) Target IAB shall cause Target IAB Bank to approve the Subsidiary Plan of Merger, Target; IAB, as the sole shareholder of Target IAB Bank, shall approve the Subsidiary Plan of Merger Merger, and Target IAB shall cause the Subsidiary Plan of Merger to be duly executed by Target IAB Bank and delivered to Buyer and BCB; (ii) Buyer BCB shall cause Buyer BCB Bank to approve the Subsidiary Plan of Merger, Buyer; BCB, as the sole shareholder stockholder of Buyer BCB Bank, shall approve the Subsidiary Plan of Merger and Buyer Merger; (iii) BCB shall cause Buyer BCB Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetIAB. Prior to the Effective Time, Target IAB shall cause Target IAB Bank, ; and Buyer (iv) BCB shall cause Buyer BCB Bank, to execute such articles or certificates of combination, required merger and articles of combination certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately (a) On the Closing Date and immediately following the Merger, BankTrustAmericanWest Bank, an Alabama banking corporation a Washington state-chartered bank and a wholly owned Subsidiary of Target Silicon (“Target Silicon Bank”), will merge (the “Bank Merger”) with and into Trustmark National Banner Bank, a national banking association Washington state-chartered bank and a wholly owned Subsidiary of Buyer Boron (“Buyer Boron Bank”); provided that without limiting any of the obligations of Boron or Silicon set forth herein with respect to the Bank Merger or any of the conditions set forth in Section 7.1, 7.2 or 7.3 relating to the Bank Merger, if the parties agree that operational issues relating to the Bank Merger would preclude the ability of the parties to consummate the Bank Merger simultaneously with the Merger, Boron and Silicon shall act reasonably and in good faith to mutually determine whether to proceed with the Merger prior to the Bank Merger. Buyer Boron Bank shall be the surviving entity in the Bank Merger (the “Surviving Bank”) and shall continue its corporate existence under the name “Trustmark National Bank,” Boron Bank and, following the Bank Merger, the separate corporate existence of Target Silicon Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. . (b) The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, attached as Exhibit A hereto in a form to be specified by Boron and reasonably acceptable to Holdings and Silicon (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications with any Governmental Entity for regulatory approvalapproval of the Bank Merger: (i) Target Silicon shall cause Target Silicon Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, TargetSilicon, as the sole shareholder of Target Silicon Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and Target Silicon shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Target Silicon Bank and delivered to Buyer Boron Bank and (ii) Buyer Boron shall cause Buyer Boron Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, BuyerBoron, as the sole shareholder of Buyer Boron Bank, shall approve the Subsidiary Plan of Bank Merger Agreement and Buyer Boron shall cause Buyer the Bank Merger Agreement to be duly execute executed by Boron Bank and deliver the Subsidiary Plan of Merger delivered to TargetSilicon Bank. Prior to the Effective Time, Target Silicon shall cause Target Silicon Bank, and Buyer Boron shall cause Buyer Boron Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) at the appropriate time as determined pursuant to the first sentence of Section 1.8. The time that the Bank Merger occurs becomes effective pursuant to the foregoing sentence shall be the “Bank Merger Effective Time”). (c) The directors of the Surviving Bank shall, from and after the Bank Merger Effective Time consist of the members of the Boron Board of Directors at such time, in each case, until their successors shall have been duly elected or appointed and qualified, or their earlier death, resignation or removal. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. IfSurviving Bank shall, prior to the Effective Time, any such individual for any reason ceases amend clauses (iv) and (v) of Article III, Section 4 of its bylaws to serve as a director provide that the restrictions set forth therein shall only apply to banks (and holding companies thereof) that conduct business that is competitive with that of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to Boron Bank in the Board of Directors of Buyer geographic areas in which Boron Bank as of the Effective Time pursuant to this Section 1.7operates.

Bank Merger. Immediately following the MergerEffective Time, BankTrust(i) The Savannah Bank, an Alabama N.A., a national banking association and wholly owned subsidiary of Company (“Savannah Bank”) and (ii) Bxxxx Bank & Trust, a Georgia banking corporation and a wholly owned Subsidiary subsidiary of Target Company (“Target BankBxxxx”, and Savannah Bank and Bxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank Subsidiaries”), will merge (the “Bank Merger”) with and into Trustmark National BankSCBT, a national South Carolina banking association corporation and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” SCBT”, and, following the Bank Merger, the separate corporate existence of Target each of the Company Bank Subsidiaries shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by Parent in consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ix) Target Company shall cause Target each of the Company Bank Subsidiaries to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder of Target Bankeach of the Company Bank Subsidiaries, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target each of the Company Bank Subsidiaries and delivered to Buyer Parent and (iiy) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Effective Time, Target Company shall cause Target Bankeach of the Company Bank Subsidiaries, and Buyer Parent shall cause Buyer Parent Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following the Merger, BankTrustBroadway Federal Bank, an Alabama banking corporation f.s.b., and a wholly owned Subsidiary of Target BYFC (“Target BYFC Subsidiary Bank”), will merge (the “Bank Merger”) with and into Trustmark City First Bank of D.C., National BankAssociation, a national banking association and wholly owned Subsidiary of Buyer CFB (“Buyer CFB Subsidiary Bank”) (the “Bank Merger”). Buyer CFB Subsidiary Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under (the name “Trustmark National Surviving Bank,” ”) and, following the Bank Merger, the separate corporate existence of Target BYFC Subsidiary Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously In connection with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target shall cause Target Bank to approve the Subsidiary Plan of MergerCFB, Target, in its capacity as the sole shareholder of Target the CFB Subsidiary Bank, shall, and shall cause CFB Subsidiary Bank to, take all actions necessary to amend the CFB Subsidiary Bank’s articles of incorporation to change its name as mutually agreed to by the parties and to amend its bylaws and take such other actions as necessary to effect Section 6.11 hereof. Promptly after the date of this Agreement, CFB and BYFC shall cause CFB Subsidiary Bank and BYFC Subsidiary Bank, respectively, to enter into an agreement and plan of merger in form and substance agreed by CFB and BYFC, which shall be customary for mergers similar to the Bank Merger (the “Bank Merger Agreement”). Each of CFB and BYFC shall approve the Subsidiary Plan of Bank Merger Agreement and Target shall cause the Subsidiary Plan of Bank Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder stockholder of Buyer CFB Subsidiary Bank and BYFC Subsidiary Bank, shall approve the Subsidiary Plan of Merger respectively, and Buyer CFB and BYFC shall, and shall cause Buyer CFB Subsidiary Bank to duly execute and deliver the BYFC Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bankrespectively, to to, execute such certificates or articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties Bank Merger shall take all appropriate action so that, become effective at such time and date as of specified in the Effective Time and subject to and Bank Merger Agreement in accordance with the organizational documents of Buyer Bankapplicable law, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer or at least ten (10) business days prior to the date on which the Proxy Statement (such other time as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected provided by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7applicable law.

Bank Merger. Immediately following the MergerSecond Effective Time, BankTrustFirst Bank and Trust East Texas, an Alabama a Texas banking corporation and a association and, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of Target Company (the “Target BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into Trustmark National Southside Bank, a national Texas banking association and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Southside Bank,” ”, and, following the Bank Merger, the separate corporate existence of Target the Company Bank Subsidiary shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as in substantially the form set forth in Exhibit A B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ia) Target Company shall cause Target the Company Bank Subsidiary to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder stockholder of Target Bankthe Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target the Company Bank Subsidiary and delivered to Buyer Parent; and (iib) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder stockholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Second Effective Time, Target the Surviving Corporation and Parent shall cause Target Bank, the Company Bank Subsidiary and Buyer shall cause Buyer Bank, Parent Bank to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Second Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following At the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target Bank Merger Effective Time (“Target Bank”as hereinafter defined), will merge Indiana Federal Bank for Savings, a federal savings bank ("IndFed Bank"), the wholly-owned subsidiary of IFC, shall be merged (the “"Bank Merger”") with and into Trustmark National Pinnacle Bank, a national Michigan banking association corporation ("Pinnacle Bank"), the wholly-owned subsidiary of Pinnacle, pursuant to the terms and wholly owned Subsidiary conditions set forth herein and in the Agreement and Plan of Buyer Merger and Consolidation substantially in the form attached hereto as Exhibit C (“Buyer Bank”the "Bank Merger Agreement"). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following Upon consummation of the Bank Merger, the separate corporate existence of Target IndFed Bank shall cease, and Pinnacle Bank shall continue as the surviving institution of the Bank Merger. The Parties agree that name of Pinnacle Bank, as the surviving institution of the Bank Merger, shall be "Pinnacle Bank". From and after the Bank Merger Effective Time (as hereinafter defined), Pinnacle Bank as the surviving institution of the Bank Merger shall possess all of the properties and rights and be subject to all of the liabilities and obligations of Pinnacle Bank and IndFed Bank. The Bank Merger shall become effective simultaneously with at the time the Bank Merger Agreement for such merger is endorsed and declared effective by the Financial Institutions Bureau of the State of Michigan (the "Bank Merger Effective Time"). The parties shall cause the Bank Merger shall be implemented pursuant to a subsidiary plan become effective as soon as practical following the Merger. At the Bank Merger Effective Time: (a) each share of mergerIndFed Bank common stock issued and outstanding immediately prior thereto shall, attached as Exhibit A hereto (the “Subsidiary Plan by virtue of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, be cancelled. No new shares of the Parties capital stock or other securities or obligations of IndFed Bank shall cause be issued or be deemed issued with respect to or in exchange for such cancelled shares, and such cancelled shares of common stock of IndFed Bank shall not be converted into any shares or other securities or obligations of any other entity; (b) each share of Pinnacle Bank common stock issued and outstanding immediately prior thereto shall remain an issued and outstanding share of common stock of Pinnacle Bank as the following to surviving institution and shall not be accomplished prior to affected by the filing Bank Merger; (c) the charter and bylaws of applications for regulatory approval: (i) Target Pinnacle Bank, as then in effect, shall cause Target be the Charter and Bylaws of Pinnacle Bank to approve as the Subsidiary Plan surviving institution of the Bank Merger, Target, and may thereafter be amended in accordance with applicable law; and (d) the directors of Pinnacle Bank as the sole shareholder of Target Bank, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make surviving institution following the Bank Merger effective simultaneously shall consist of eighteen (18) persons, with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject nine (9) persons to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed named as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Pinnacle Bank and nine (9) persons to be named as directors by the Board of Directors of IndFed Bank; and the executive officers of Pinnacle Bank as the surviving institution following the Bank Merger shall be those appointed by the Board of Directors of the Effective Time pursuant surviving institution upon consummation of the Bank Merger, on the basis of recommendations made by Xx. Xxxxxxx, as the Chairman of the parent Surviving Corporation, Xx. Xxxxx, as the Vice Chairman of the parent Surviving Corporation, and an outside consulting service to this Section 1.7be engaged and charged with reviewing and evaluating the qualifications of candidates.

Bank Merger. Immediately following At the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target Bank Merger Effective Time (“Target Bank”as hereinafter defined), will merge Community Bank, a federal savings bank ("CB Bank"), the wholly-owned subsidiary of CB, shall be merged (the “"Bank Merger”") with and into Trustmark National Pinnacle Bank, a national Michigan banking association corporation ("Pinnacle Bank"), the wholly-owned subsidiary of Pinnacle, pursuant to the terms and wholly owned Subsidiary conditions set forth herein and in the Agreement and Plan of Buyer Merger and Consolidation substantially in the form attached hereto as Exhibit B (“Buyer Bank”the "Bank Merger Agreement"). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following Upon consummation of the Bank Merger, the separate corporate existence of Target CB Bank shall cease, and Pinnacle Bank shall continue as the surviving institution of the Bank Merger. The Parties agree that name of Pinnacle Bank, as the surviving institution of the Bank Merger, shall be "Pinnacle Bank". From and after the Bank Merger Effective Time (as hereinafter defined), Pinnacle Bank as the surviving institution of the Bank Merger shall possess all of the properties and rights and be subject to all of the liabilities and obligations of Pinnacle Bank and CB Bank. The Bank Merger shall become effective simultaneously with at the time the Bank Merger Agreement for such merger is endorsed and declared effective by the Financial Institutions Bureau of the State of Michigan (the "Bank Merger Effective Time"). The parties shall cause the Bank Merger to become effective as soon as practical following the Merger. At the Bank Merger Effective Time: (a) each share of CB Bank common stock issued and outstanding immediately prior thereto shall, by virtue of the Bank Merger, be cancelled. No new shares of the capital stock or other securities or obligations of CB Bank shall be issued or be deemed issued with respect to or in exchange for such cancelled shares, and such cancelled shares of common stock of CB Bank shall not be converted into any shares or other securities or obligations of any other entity; (b) each share of Pinnacle Bank common stock issued and outstanding immediately prior thereto shall remain an issued and outstanding share of common stock of Pinnacle Bank as the surviving institution and shall not be affected by the Bank Merger; (c) the charter and bylaws of Pinnacle Bank, as then in effect, shall be the Charter and Bylaws of Pinnacle Bank as the surviving institution of the Bank Merger, and may thereafter be amended in accordance with applicable law; and (d) the directors of Pinnacle Bank as the surviving institution following the Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached determined as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: follows: (i) Target shall cause Target Bank to approve In the Subsidiary Plan event that the transactions provided for under the terms of Merger, Target, as the sole shareholder of Target Bank, shall approve the Subsidiary Agreement and Plan of Merger and Target shall cause the Subsidiary Plan of Merger Consolidation to be duly executed entered into by Target and between Indiana Federal Bank for Savings and delivered to Buyer and (ii) Buyer shall cause Buyer Pinnacle Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior pursuant to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make IFC Merger Agreement (the "InFed Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time Agreement") have been consummated and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Targetbecome effective, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Pinnacle Bank as the surviving institution shall consist of twenty-one (21) persons with eighteen (18) persons to be named as directors as provided in the IFC Merger Agreement and three (3) persons to be named as directors by the Board of Directors of CB Bank (one of which persons shall be Xx. Xxxxxx X. Heffernan). (ii) In the event that the transactions provided for under the terms of the InFed Bank Merger Agreement have not been consummated and become effective, then the Board of Directors of Pinnacle Bank as the surviving institution shall be comprised of those persons who are the directors of Pinnacle Bank immediately prior to the Bank Merger Effective Time pursuant and two (2) persons to this Section 1.7be named as directors by the Board of Directors of CB Bank (one of which persons shall be Xx. Xxxxxx X. Heffernan); provided, however, that in the event that the transactions provided for under the terms of the InFed Bank Merger Agreement subsequently are consummated and become effective, then the Board of Directors of Pinnacle Bank as the surviving institution shall consist of twenty-one (21) persons with eighteen (18) persons to be named as directors as provided in the IFC Merger Agreement and three (3) persons to be named as directors by the Board of Directors of CB Bank.

Bank Merger. Immediately following At the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target Bank Merger Effective Time (“Target Bank”as hereinafter defined), will merge Indiana Federal Bank for Savings, a federal savings bank ("IndFed Bank"), the wholly-owned subsidiary of IFC, shall be merged (the “"Bank Merger”") with and into Trustmark National Pinnacle Bank, a national Michigan banking association corporation ("Pinnacle Bank"), the wholly-owned subsidiary of Pinnacle, pursuant to the terms and wholly owned Subsidiary conditions set forth herein and in the Agreement and Plan of Buyer Merger and Consolidation substantially in the form attached hereto as Exhibit C (“Buyer Bank”the "Bank Merger Agreement"). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following Upon consummation of the Bank Merger, the separate corporate existence of Target IndFed Bank shall cease, and Pinnacle Bank shall continue as the surviving institution of the Bank Merger. The Parties agree that name of Pinnacle Bank, as the surviving institution of the Bank Merger, shall be "Pinnacle Bank". From and after the Bank Merger Effective Time (as hereinafter defined), Pinnacle Bank as the surviving institution of the Bank Merger shall possess all of the properties and rights and be subject to all of the liabilities and obligations of Pinnacle Bank and IndFed Bank. The Bank Merger shall become effective simultaneously with at the time the Bank Merger Agreement for such merger is endorsed and declared effective by the Financial Institutions Bureau of the State of Michigan (the "Bank Merger Effective Time"). The parties shall cause the Bank Merger shall be implemented pursuant to a subsidiary plan become effective as soon as practical following the Merger. At the Bank Merger Effective Time: (a) each share of mergerIndFed Bank common stock issued and outstanding immediately prior thereto shall, attached as Exhibit A hereto (the “Subsidiary Plan by virtue of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, be cancelled. No new shares of the Parties capital stock or other securities or obligations of IndFed Bank shall cause be issued or be deemed issued with respect to or in exchange for such cancelled shares, and such cancelled shares of common stock of IndFed Bank shall not be converted into any shares or other securities or obligations of any other entity; (b) each share of Pinnacle Bank common stock issued and outstanding immediately prior thereto shall remain an issued and outstanding share of common stock of Pinnacle Bank as the following to surviving institution and shall not be accomplished prior to affected by the filing Bank Merger; (c) the charter and bylaws of applications for regulatory approval: (i) Target Pinnacle Bank, as then in effect, shall cause Target be the Charter and Bylaws of Pinnacle Bank to approve as the Subsidiary Plan surviving institution of the Bank Merger, Target, and may thereafter be amended in accordance with applicable law; and (d) the directors of Pinnacle Bank as the sole shareholder of Target Bank, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make surviving institution following the Bank Merger effective simultaneously shall consist of eighteen (18) persons, with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject nine (9) persons to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed named as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Pinnacle Bank and nine (9) persons to be named as directors by the Board of Directors of IndFed Bank; and the executive officers of Pinnacle Bank as the surviving institution following the Bank Merger shall be those appointed by the Board of Directors of the Effective Time pursuant surviving institution upon consummation of the Bank Merger, on the basis of recommendations made by Xx. Xxxxxxx, as the Chairman of the parent Surviving Corporation, Xx. Xxxxx, as the Vice Chairman of the parent Surviving Corporation, and an outside consulting service to this Section 1.7be engaged and charged with reviewing and evaluating the qualifications of candidates.

Bank Merger. Immediately following the Merger, BankTrustThe Peoples State Bank (“Peoples State Bank”), an Alabama banking corporation a Louisiana state chartered bank and a wholly wholly-owned Subsidiary of Target (“Target Bank”)PSB, will merge (the “Bank Merger”) with and into Trustmark National MidSouth Bank, N.A., a national banking association and wholly a wholly-owned Subsidiary of Buyer MSL (“Buyer MidSouth Bank”). Buyer MidSouth Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National MidSouth Bank,” , N.A.”, and, following the Bank Merger, the separate corporate existence of Target Peoples State Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by MSL in consultation with PSB (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals as to such Party: (ia) Target PSB shall cause Target Peoples State Bank to approve the Subsidiary Plan of Merger, TargetPSB, as the sole shareholder of Target Peoples State Bank, shall approve the Subsidiary Plan of Merger and Target PSB shall cause the Subsidiary Plan of Merger to be duly executed by Target Peoples State Bank and delivered to Buyer MSL and (iib) Buyer MSL shall cause Buyer MidSouth Bank to approve the Subsidiary Plan of Merger, BuyerMSL, as the sole shareholder of Buyer MidSouth Bank, shall approve the Subsidiary Plan of Merger and Buyer MSL shall cause Buyer MidSouth Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetPSB. Prior to the Effective Time, Target PSB shall cause Target Peoples State Bank, and Buyer MSL shall cause Buyer MidSouth Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately On the Closing Date and immediately following the Merger, BankTrustValley Business Bank (“VBB”), an Alabama banking corporation a California state-chartered bank and a wholly wholly-owned Subsidiary of Target (“Target Bank”)Valley, will merge (the “Bank Merger”) with and into Trustmark National Citizens Business Bank, a national banking association California state-chartered bank and wholly a wholly-owned Subsidiary of Buyer CVB (“Buyer Citizens Business Bank”). Buyer The Bank Merger shall become effective at the time specified in Section 4887 of the California Financial Code. The parties shall cause the Bank Merger to become effective immediately after the Effective Time. Citizens Business Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Citizens Business Bank,” and”, following and at the effective time of the Bank Merger, the separate corporate existence of Target Bank VBB shall cease. The Parties agree that the Bank Merger cease and outstanding shares of VBB shall become effective simultaneously with the Effective Timebe canceled without consideration. The Bank Merger shall be implemented pursuant to a subsidiary plan an agreement of merger, attached as merger substantially in the form of Exhibit A hereto D to this Agreement (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (ia) Target Valley shall cause Target the Bank Merger Agreement to be duly executed by VBB and delivered to Citizens Business Bank, (b) CVB shall cause Citizens Business Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, TargetCVB, as the sole shareholder of Target Citizens Business Bank, shall approve the Subsidiary Plan of Bank Merger Agreement and Target CVB shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Target Citizens Business Bank and delivered to Buyer and (ii) Buyer VBB. Valley shall cause Buyer Bank to approve the Subsidiary Plan of MergerVBB, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer CVB shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Citizens Business Bank, to execute such articles or certificates an agreement of merger and articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to CVB and Valley) as are necessary to make the Bank Merger effective simultaneously with immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following Simultaneously with the Merger, BankTrust1st Century Bank, an Alabama National Association, a national banking corporation association and a wholly wholly-owned Subsidiary subsidiary of Target the Company (the “Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National MidFirst Bank, a national banking federal savings association and wholly a wholly-owned Subsidiary subsidiary of Buyer Purchaser (“Buyer BankMidFirst”). Buyer Bank MidFirst shall be the surviving entity in of the Bank Merger and shall continue its corporate existence under the name “Trustmark National MidFirst Bank,” and, following the Bank Merger, the separate corporate existence of Target the Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A C hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (ia) Target the Company shall cause Target the Board of Directors of the Bank to approve the Subsidiary Plan of Merger, Targetthe Company, as the sole shareholder of Target the Bank, shall approve the Subsidiary Plan of Merger and Target the Company shall cause the Subsidiary Plan of Merger to be duly executed by Target the Bank and delivered to Buyer Purchaser and (iib) Buyer Purchaser shall cause Buyer Bank the Board of Directors of MidFirst to approve the Subsidiary Plan of Merger, BuyerPurchaser, as the sole shareholder stockholder of Buyer BankMidFirst, shall approve the Subsidiary Plan of Merger and Buyer Purchaser shall cause Buyer Bank MidFirst to duly execute and deliver the Subsidiary Plan of Merger to Targetthe Company. Prior to the Effective Time, Target the Company shall cause Target the Bank, and Buyer Purchaser shall cause Buyer BankMidFirst, to execute such articles or certificates of combination, bank merger and articles of combination applications, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following the Merger, BankTrustFirst National Bank of Wyoming, an Alabama a national banking corporation association and a wholly owned Subsidiary of Target (the “Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankWilmington Savings Fund Society, FSB, a national banking association federal savings bank and wholly owned Subsidiary of Buyer (the “Buyer Bank”). The Buyer Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Trustmark National BankWilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of the Target Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target shall cause the Target Bank to approve the Subsidiary Plan of Merger, Target, as the sole shareholder stockholder of the Target Bank, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by the Target Bank and delivered to Buyer and (ii) Buyer shall cause the Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder stockholder of the Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause the Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause the Target Bank, and Buyer shall cause the Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with immediately following the Effective Time. The parties Buyer and the Buyer Bank shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of the Buyer Bank, two an advisory board of the Buyer Bank is formed for southern Delaware (2) individuals the “Advisory Board”). Buyer and the Buyer Bank shall further appoint as chairperson of the Advisory Board an individual who are is currently directors a director of Target and who are is mutually selected by Target and Buyer at least ten (10) business days five Business Days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders holders of Target Common Stock. The Advisory Board shall have such roles, responsibilities and obligations that are similar to the roles, responsibilities and obligations of current advisory boards of the Buyer Bank. The chairperson of the Advisory Board shall be appointed as directors of offered a consulting agreement with Buyer or the Buyer Bank on terms and conditions mutually acceptable to Buyer or the Buyer Bank, on the one hand, and the individual selected to be the chairperson on the other hand. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent a director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as chairperson of the Effective Time pursuant to this Section 1.7Advisory Board.

Bank Merger. Immediately following (a) On the Closing Date and simultaneously with the Merger, BankTrustCIT Bank, an Alabama banking corporation a Utah state-chartered bank and a wholly owned Subsidiary of Target Carbon (“Target Carbon Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankOneWest Bank N.A., a national banking association bank and a wholly owned Subsidiary of Buyer Oxygen (“Buyer Oxygen Bank”); provided that without limiting any of the STRICTLY CONFIDENTIAL EXECUTION obligations of Carbon or Oxygen set forth herein with respect to the Bank Merger or any of the conditions set forth in Section 7.1, 7.2 or 7.3 relating to the Bank Merger, if the parties agree that operational issues relating to the Bank Merger would preclude the ability of the parties to consummate the Bank Merger simultaneously with the Merger, Carbon and Oxygen shall act reasonably and in good faith to mutually determine whether to proceed with the Merger prior to the Bank Merger. Buyer Oxygen Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under (the name “Trustmark National Surviving Bank,” ”) and, following the Bank Merger, the separate corporate existence of Target Carbon Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. . (b) The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, attached as Exhibit A hereto in a form to be specified by Carbon and reasonably acceptable to Oxygen (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications with any Governmental Entity for regulatory approvalapproval of the Bank Merger: (i) Target Oxygen shall cause Target Oxygen Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, TargetOxygen, as the sole shareholder of Target Oxygen Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and Target Oxygen shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Target Oxygen Bank and delivered to Buyer Carbon Bank and (ii) Buyer Carbon shall cause Buyer Carbon Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, BuyerCarbon, as the sole shareholder of Buyer Carbon Bank, shall approve the Subsidiary Plan of Bank Merger Agreement and Buyer Carbon shall cause Buyer the Bank Merger Agreement to be duly execute executed by Carbon Bank and deliver the Subsidiary Plan of Merger delivered to TargetOxygen Bank. Prior to the Effective Time, Target Oxygen shall cause Target Oxygen Bank, and Buyer Carbon shall cause Buyer Carbon Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) at the appropriate time as determined pursuant to the first sentence of Section 1.12. The time that the Bank Merger occurs becomes effective pursuant to the foregoing sentence shall be the “Bank Merger Effective Time”). (c) The directors of the Surviving Bank shall, from and after the Bank Merger Effective Time consist of (i) the members of the Carbon Board of Directors at the Effective Time (or if the Bank Merger Effective Time occurs following the Effective Time, the members of the Carbon Board of Directors at such time), (ii) Xxxxxx Xxxx and (iii) Xxxxxx Xxxxxx, in each case, until their successors shall have been duly elected or appointed and qualified, or their earlier death, resignation or removal. The parties Oxygen Bank’s Board of Directors shall take all appropriate action so that, as of that at and after the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Bank Merger Effective Time, any such individual Xxxxxx Xxxxxxx shall hold the office of Chairman of the Surviving Bank (which, for any reason ceases to serve as a director the avoidance of Targetdoubt, then a successor to such individual who is currently an independent director not the Chairman of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Surviving Bank Board of Directors Directors) and Xxxxxx Xxxxxx shall hold the office of Buyer Bank as Chief Executive Officer and President of the Effective Time pursuant to this Section 1.7Surviving Bank.

Bank Merger. Immediately following the MergerEffective Time, BankTrust(i) The Savannah Bank, an Alabama N.A., a national banking association and wholly owned subsidiary of Company (“Savannah Bank”) and (ii) Xxxxx Bank & Trust, a Georgia banking corporation and a wholly owned Subsidiary subsidiary of Target Company (“Target BankXxxxx”, and Savannah Bank and Xxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank Subsidiaries”), will merge (the “Bank Merger”) with and into Trustmark National BankSCBT, a national South Carolina banking association corporation and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” SCBT”, and, following the Bank Merger, the separate corporate existence of Target each of the Company Bank Subsidiaries shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by Parent in consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ix) Target Company shall cause Target each of the Company Bank Subsidiaries to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder of Target Bankeach of the Company Bank Subsidiaries, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target each of the Company Bank Subsidiaries and delivered to Buyer Parent and (iiy) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Effective Time, Target Company shall cause Target Bankeach of the Company Bank Subsidiaries, and Buyer Parent shall cause Buyer Parent Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following As soon as practicable at or after the MergerEffective Time, BankTrustunless otherwise determined by COFI, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National Liberty Federal Bank, a national banking association federally chartered savings bank and wholly owned Subsidiary of Buyer Alliance (“Buyer "Liberty Federal"), shall be merged with and into Charter One Bank”, F.S.B., a federally chartered savings bank and wholly-owned Subsidiary of Charter Michigan ("Charter One Bank"). Buyer Bank shall be Such merger is sometimes referred to herein as the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following the "Bank Merger, the separate corporate existence of Target Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time". The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). , in substantially the form of Exhibit C. In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (ia) Target Alliance shall cause Target Bank the Board of Directors of Liberty Federal to approve the Subsidiary Plan of Merger, Target, Alliance as the sole shareholder of Target Bank, Liberty Federal shall approve the Subsidiary Plan of Merger Merger, and Target Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank Liberty Federal and delivered to Buyer COFI; and (iib) Buyer Charter Michigan shall cause Buyer the Board of Directors of Charter One Bank to approve the Subsidiary Plan of Merger, Buyer, Charter Michigan as the sole shareholder of Buyer Bank, Charter One Bank shall approve the Subsidiary Plan of Merger Merger, and Buyer Charter Michigan shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by Charter One Bank and delivered to Alliance. Prior to At the Effective Timerequest of COFI, Target Alliance shall cause Target BankLiberty Federal, and Buyer Charter Michigan shall cause Buyer Charter One Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make effective the Bank Merger and cause such articles to be timely and appropriately filed and endorsed by the OTS so that the Bank Merger shall become effective simultaneously with at or as soon as practicable after the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following the consummation of the Second Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target FSB Bank”), will merge (the “Bank Merger”) with and into Trustmark National Xxxxx Bank, a national banking association and wholly owned Subsidiary of Buyer with Xxxxx Bank as the surviving bank (sometimes referred to in such capacity as the “Buyer Surviving Bank”). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following Following the Bank Merger, the separate corporate existence of Target FSB Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with immediately following the Effective Timeeffective time of the Second Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) Target FSB shall cause Target FSB Bank to approve the Subsidiary Plan of Merger, TargetFSB, as the sole shareholder stockholder of Target FSB Bank, shall approve the Subsidiary Plan of Merger and Target FSB shall cause the Subsidiary Plan of Merger to be duly executed by Target FSB Bank and delivered to Buyer Xxxxx and (ii) Buyer Xxxxx shall cause Buyer Xxxxx Bank to approve the Subsidiary Plan of Merger, BuyerXxxxx, as the sole shareholder of Buyer Xxxxx Bank, shall approve the Subsidiary Plan of Merger and Buyer Xxxxx shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by Xxxxx Bank and delivered to FSB. Prior to the Effective Time, Target FSB shall cause Target FSB Bank, and Buyer Xxxxx shall cause Buyer Xxxxx Bank, to execute and file such applicable articles or certificates of merger and articles of combination merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7Second Merger.

Bank Merger. Immediately following the Merger, BankTrustBay Bank (“Bay Bank ”), an Alabama banking corporation state chartered bank and a wholly wholly-owned Subsidiary of Target (“Target Bank”)BCB, will merge (the “Bank Merger”) with and into Trustmark The First, A National BankBanking Association, a national banking association and wholly wholly-owned Subsidiary of Buyer FBMS (“Buyer BankThe First”). Buyer Bank The First shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark The First, A National Bank,” Banking Association”, and, following the Bank Merger, the separate corporate existence of Target Bay Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by FBMS in consultation with BCB (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals as to such Party: (ia) Target BCB shall cause Target Bay Bank to approve the Subsidiary Plan of Merger, TargetBCB, as the sole shareholder of Target BankBay Bank , shall approve the Subsidiary Plan of Merger and Target BCB shall cause the Subsidiary Plan of Merger to be duly executed by Target Bay Bank and delivered to Buyer FBMS and (iib) Buyer FBMS shall cause Buyer Bank The First to approve the Subsidiary Plan of Merger, BuyerFBMS, as the sole shareholder of Buyer BankThe First, shall approve the Subsidiary Plan of Merger and Buyer FBMS shall cause Buyer Bank The First to duly execute and deliver the Subsidiary Plan of Merger to TargetBCB. Prior to the Effective Time, Target BCB shall cause Target Bay Bank, and Buyer FBMS shall cause Buyer BankThe First, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following Simultaneously with the Merger, BankTrustPenn Liberty Bank, an Alabama banking corporation a Pennsylvania-chartered bank and a wholly owned Subsidiary of Target PLFC (“Target PLFC Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankWilmington Savings Fund Society, FSB, a national banking association federal savings bank and wholly owned Subsidiary of Buyer WSFS (“Buyer WSFS Bank”). Buyer WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Trustmark National BankWilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of Target PLFC Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) Target PLFC shall cause Target PLFC Bank to approve the Subsidiary Plan of Merger, TargetPLFC, as the sole shareholder of Target PLFC Bank, shall approve the Subsidiary Plan of Merger and Target PLFC shall cause the Subsidiary Plan of Merger to be duly executed by Target PLFC Bank and delivered to Buyer WSFS and (ii) Buyer WSFS shall cause Buyer WSFS Bank to approve the Subsidiary Plan of Merger, BuyerWSFS, as the sole shareholder stockholder of Buyer WSFS Bank, shall approve the Subsidiary Plan of Merger and Buyer WSFS shall cause Buyer WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetPLFC. Prior to the Effective Time, Target PLFC shall cause Target PLFC Bank, and Buyer WSFS shall cause Buyer WSFS Bank, to execute such articles or certificates of combination, required merger and articles of combination certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following the Merger, BankTrusteach of the Subsidiaries of Company ((i) The Peoples National Bank, an Alabama a national banking corporation association and a wholly owned Subsidiary subsidiary of Target Company, (“Target ii) Bank of Xxxxxxxx, X.X., a national banking association and a wholly owned subsidiary of Company, and (iii) Seneca National Bank”, a national banking association and a wholly owned subsidiary of Company), will merge (the “Bank Merger”) with and into Trustmark National BankSCBT, N.A., a national banking association and a wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” SCBT, N.A.”, and, following the Bank Merger, the separate corporate existence of Target Bank each Subsidiary of Company shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by Parent in consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ix) Target Company shall cause Target Bank each of its Subsidiaries to approve the Subsidiary Plan of Merger, TargetCompany, as the sole shareholder of Target Bankeach of its Subsidiaries, shall approve the Subsidiary Plan of Merger and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank each of its Subsidiaries and delivered to Buyer Parent and (iiy) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, BuyerParent, as the sole shareholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Effective Time, Target Company shall cause Target Bankeach of its Subsidiaries, and Buyer Parent shall cause Buyer Parent Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.