Common use of Bank Merger Clause in Contracts

Bank Merger. (a) Simultaneously with the Merger, Bank of Smithtown, a New York banking organization and subsidiary of the Company (the “Bank 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.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following the Bank Merger, the corporate existence of the Bank Subsidiary 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 plan of merger, 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 hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) the Company shall cause the Subsidiary Bank to approve the Subsidiary Plan of Merger, the Company, as the sole shareholder of the Subsidiary Bank, shall approve the Subsidiary Plan of Merger and the Company shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Bank and delivered to Parent and (ii) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger, Parent, as the sole shareholder of Parent Bank, shall approve the Subsidiary Plan of Merger and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company. Prior to the Effective Time, the Company shall cause the Subsidiary Bank, and Parent shall cause Parent Bank, to execute such 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.

Bank Merger. (a) Simultaneously with On the MergerClosing Date and immediately following the Effective Time, Bank of SmithtownSouthwest Securities, FSB, a New York banking organization federally chartered savings bank and a wholly-owned subsidiary of the Company Company, will merge (the “Bank SubsidiaryMerger”), will merge ) with and into People’s United PlainsCapital Bank, a federally chartered stock savings bank Texas banking association and an indirect wholly-owned subsidiary of Parent (“Parent Bank”)Purchaser. This merger is hereinafter sometimes referred to as the “Bank Merger.” Parent PlainsCapital Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existenceexistence under the name PlainsCapital Bank, and, following the Bank Merger, the separate corporate existence of the Bank Subsidiary Southwest Securities, FSB shall cease. The parties agree that the Bank Merger shall become effective simultaneously with immediately after the Effective Time. (b) . The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in a form to be specified by Parent Purchaser and approved by the Company, such approval not reasonably acceptable to be unreasonably withheld or delayed 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 hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) the Company shall cause Southwest Securities, FSB to adopt the Subsidiary Bank to approve the Subsidiary Plan of MergerMerger Agreement, the Company, as the sole shareholder of the Subsidiary BankSouthwest Securities, FSB, shall approve the Subsidiary Plan of Bank Merger Agreement, and the Company shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by the Subsidiary Bank Southwest Securities, FSB and delivered to Parent PlainsCapital Bank and (ii) Parent Purchaser shall cause Parent PlainsCapital Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, ParentPurchaser shall cause PlainsCapital Corporation, as the sole shareholder of Parent PlainsCapital Bank, shall to approve the Subsidiary Plan of Bank Merger Agreement and Parent Purchaser shall cause Parent the Bank Merger Agreement to be duly execute executed by PlainsCapital Bank and deliver the Subsidiary Plan of Merger delivered to the CompanySouthwest Securities, FSB. Prior to the Effective Time, the Company shall cause the Subsidiary BankSouthwest Securities, FSB, and Parent Purchaser shall cause Parent PlainsCapital Bank, to execute such certificate 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.

Bank Merger. (a) Simultaneously Concurrently with the Merger, Bank of Smithtown, a New York banking organization and subsidiary of the Company (the “Bank Subsidiary”)Beneficial Bank, will merge with and into People’s United WSFS Bank, a federally chartered stock savings bank and subsidiary of Parent (“Parent Bank”). This merger is hereinafter sometimes referred to with WSFS Bank as the “Bank Merger.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following Surviving Bank. Following the Bank Merger, the corporate separate existence of the Beneficial Bank Subsidiary shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective simultaneously concurrently with the Effective Time. (b) Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a the form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed of Exhibit D (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) the Company Beneficial shall cause the Subsidiary board of directors of Beneficial Bank to approve the Subsidiary Plan of Merger, the CompanyBeneficial, as the sole shareholder stockholder of the Subsidiary Beneficial Bank, shall approve the Subsidiary Plan of Merger and the Company Beneficial shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Beneficial Bank and delivered to Parent WSFS and (ii) Parent WSFS shall cause Parent the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, ParentWSFS, as the sole shareholder stockholder of Parent WSFS Bank, shall approve the Subsidiary Plan of Merger and Parent WSFS shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Companybe duly executed by WSFS Bank and delivered to Beneficial. Prior to the Effective Time, the Company Beneficial shall cause the Subsidiary Beneficial Bank, and Parent WSFS shall cause Parent WSFS Bank, to execute such certificate 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 TimeMerger.

Bank Merger. (a) Simultaneously with Immediately following the MergerSecond Effective Time, Bank of SmithtownOmniAmerican Bank, a New York banking organization and federal savings association and, prior to the Second Effective Time, wholly owned subsidiary of the Company (the “Company Bank Subsidiary”), will merge (the “Bank Merger”) with and into People’s United Southside Bank, a federally chartered stock savings bank Texas banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). This merger is hereinafter sometimes referred to as the “Bank Merger.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existenceexistence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of the Company Bank Subsidiary shall cease. The 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. (b) . The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a substantially the form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed set forth in Exhibit 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 hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ia) the Company shall cause the Company Bank Subsidiary Bank to approve the Subsidiary Plan of Merger, the ; Company, as the sole shareholder stockholder of the Subsidiary BankCompany Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and the Company shall cause the Subsidiary Plan of Merger to be duly executed by the Company Bank Subsidiary Bank and delivered to Parent and (iib) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger, ; Parent, as the sole shareholder stockholder of Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company. Prior to the Second Effective Time, the Surviving Parent Company shall cause the Company Bank Subsidiary Bank, and Parent shall cause Parent Bank, Bank to execute such certificate 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.

Bank Merger. (a) Simultaneously with the Merger, Greater Delaware Valley Savings Bank of SmithtownD/B/A Alliance Bank, a New York banking organization Pennsylvania-chartered savings bank and subsidiary a wholly owned Subsidiary of the Company Alliance (the “Bank SubsidiaryAlliance Bank”), will merge (the “Bank Merger”) with and into People’s United BankWilmington Savings Fund Society, FSB, a federally chartered stock federal savings bank and subsidiary wholly owned Subsidiary of Parent WSFS (“Parent WSFS Bank”). This merger is hereinafter sometimes referred to as the “Bank Merger.” Parent WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existenceexistence under the name “Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of the Alliance Bank Subsidiary shall ceaseterminate. 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, in a form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed 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 hereto Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) the Company Alliance shall cause the Subsidiary Alliance Bank to approve the Subsidiary Plan of Merger, the CompanyAlliance, as the sole shareholder of the Subsidiary Alliance Bank, shall approve the Subsidiary Plan of Merger and the Company Alliance shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Alliance Bank and delivered to Parent WSFS and (ii) Parent WSFS shall cause Parent WSFS Bank to approve the Subsidiary Plan of Merger, ParentWSFS, as the sole shareholder stockholder of Parent WSFS Bank, shall approve the Subsidiary Plan of Merger and Parent WSFS shall cause Parent WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to the CompanyAlliance. Prior to the Effective Time, the Company Alliance shall cause the Subsidiary Alliance Bank, and Parent WSFS shall cause Parent WSFS Bank, to execute such certificate of merger and articles of combination combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time.

Bank Merger. (a) Simultaneously with Immediately following the Merger, Bank BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Smithtown, a New York banking organization and subsidiary of the Company Target (the “Bank SubsidiaryTarget Bank”), will merge (the “Bank Merger”) with and into People’s United Trustmark National Bank, a federally chartered stock savings bank national banking association and subsidiary wholly owned Subsidiary of Parent Buyer (“Parent Buyer Bank”). This merger is hereinafter sometimes referred to as the “Bank Merger.” Parent Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, existence under the name “Trustmark National Bank,” and, following the Bank Merger, the separate corporate existence of the Target 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, in a form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed 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 hereto Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) the Company Target shall cause the Subsidiary Target Bank to approve the Subsidiary Plan of Merger, the CompanyTarget, as the sole shareholder of the Subsidiary Target Bank, shall approve the Subsidiary Plan of Merger and the Company Target shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Target Bank and delivered to Parent Buyer and (ii) Parent Buyer shall cause Parent Buyer Bank to approve the Subsidiary Plan of Merger, ParentBuyer, as the sole shareholder of Parent Buyer Bank, shall approve the Subsidiary Plan of Merger and Parent Buyer shall cause Parent Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to the CompanyTarget. Prior to the Effective Time, the Company Target shall cause the Subsidiary Target Bank, and Parent Buyer shall cause Parent Buyer Bank, to execute such certificate 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. (a) Simultaneously with At the Effective Time and immediately following the Company Merger, First Federal Savings Bank of Smithtown, a New York banking organization and subsidiary of the Company ▇▇▇▇▇▇ (the “Bank Subsidiary”"First Federal"), will merge with and into People’s United Bank, a federally chartered stock savings bank and subsidiary wholly owned Subsidiary of Parent ▇▇▇▇▇▇, shall be merged with and into Mutual Federal Savings Bank (“Parent "Mutual First Bank”"), a federally chartered savings bank and wholly-owned Subsidiary of Mutual First. This Such merger is hereinafter sometimes referred to as the “"Bank Merger.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following the Bank Merger, the corporate existence of the Bank Subsidiary 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 plan of merger, 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 substantially the form of Exhibit A. In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) the Company ▇▇▇▇▇▇ shall cause the Board of Directors of First Federal to approve Subsidiary Plan of Merger, ▇▇▇▇▇▇ as the sole stockholder of First Federal shall approve Subsidiary Plan of Merger, and ▇▇▇▇▇▇ 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, the Company, as the sole shareholder of the Subsidiary Bank, shall approve the Subsidiary Plan of Merger and the Company Mutual First shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Mutual First Bank and delivered to Parent and (ii) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger, Parent, as the sole shareholder of Parent Bank, shall approve the Subsidiary Plan of Merger and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company▇▇▇▇▇▇. Prior to the Effective Time, the Company ▇▇▇▇▇▇ shall cause the Subsidiary Bank, First Federal and Parent Mutual First shall cause Parent Bank, Mutual First Bank to execute such certificate 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.

Bank Merger. (a) Simultaneously with the Merger, Bank of Smithtown, a New York banking organization and subsidiary of the Company (the “Bank Subsidiary”)Bryn Mawr Bank, will merge with and into People’s United WSFS Bank, a federally chartered stock savings bank and subsidiary of Parent (“Parent Bank”). This merger is hereinafter sometimes referred to with WSFS Bank as the “Bank Merger.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following Surviving Bank. Following the Bank Merger, the corporate separate existence of the Bryn Mawr Bank Subsidiary shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. (b) Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a the form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed of Exhibit C (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) the Company Bryn Mawr shall cause the Subsidiary board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of Merger, the Companyand Bryn Mawr, as the sole shareholder of the Subsidiary Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger and the Company Bryn Mawr shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Bryn Mawr Bank and delivered to Parent and WSFS; (ii) Parent Bryn Mawr shall cause Parent 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, Parentand WSFS, as the sole shareholder stockholder of Parent WSFS Bank, shall approve the Subsidiary Plan of Merger and Parent WSFS shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Companybe duly executed by WSFS Bank and delivered to Bryn Mawr. Prior to the Effective Time, the Company Bryn Mawr shall cause the Subsidiary Bryn Mawr Bank, and Parent WSFS shall cause Parent WSFS Bank, to execute such certificate 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 TimeMerger.

Bank Merger. (a) Simultaneously with Immediately following the Merger, Bay Bank (“Bay Bank ”), an Alabama state chartered bank and wholly-owned Subsidiary of SmithtownBCB, a New York banking organization and subsidiary of the Company will merge (the “Bank SubsidiaryMerger”), will merge ) with and into People’s United BankThe First, A National Banking Association, a federally chartered stock savings bank and subsidiary wholly-owned Subsidiary of Parent FBMS (“Parent BankThe First”). This merger is hereinafter sometimes referred to as the “Bank Merger.” Parent Bank The First shall be the surviving entity in the Bank Merger and shall continue its corporate existenceexistence under the name “The First, A National Banking Association”, and, following the Bank Merger, the separate corporate existence of the Bay Bank Subsidiary 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 plan of merger, in a form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed 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 hereto Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals as to such Party: (ia) the Company BCB shall cause the Subsidiary Bay Bank to approve the Subsidiary Plan of Merger, the CompanyBCB, as the sole shareholder of the Subsidiary BankBay Bank , shall approve the Subsidiary Plan of Merger and the Company BCB shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Bay Bank and delivered to Parent FBMS and (iib) Parent FBMS shall cause Parent Bank The First to approve the Subsidiary Plan of Merger, ParentFBMS, as the sole shareholder of Parent BankThe First, shall approve the Subsidiary Plan of Merger and Parent FBMS shall cause Parent Bank The First to duly execute and deliver the Subsidiary Plan of Merger to the CompanyBCB. Prior to the Effective Time, the Company BCB shall cause the Subsidiary Bay Bank, and Parent FBMS shall cause Parent BankThe First, to execute such certificate 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.

Bank Merger. (a) Simultaneously with Immediately following the Merger, Bank Broadway Federal Bank, f.s.b., and wholly owned Subsidiary of Smithtown, a New York banking organization and subsidiary of the Company BYFC (the “Bank SubsidiaryBYFC Subsidiary Bank”), will merge with and into People’s United BankCity First Bank of D.C., National Association, a federally chartered stock savings bank national banking association and subsidiary wholly owned Subsidiary of Parent CFB (“Parent CFB Subsidiary Bank”). This merger is hereinafter sometimes referred to as ) (the “Bank Merger.” Parent ”). CFB Subsidiary Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of the BYFC Subsidiary Bank Subsidiary shall cease. The parties agree that the Bank Merger shall become effective simultaneously In connection with the Effective Time. (b) The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, 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 hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) the Company shall cause the Subsidiary Bank to approve the Subsidiary Plan of MergerCFB, the Company, in its capacity as the sole shareholder of 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 the Company shall cause Bank Merger as the Subsidiary Plan sole stockholder of Merger to be duly executed by the CFB Subsidiary Bank and delivered to Parent and (ii) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger, Parent, as the sole shareholder of Parent Bank, shall approve the Subsidiary Plan of Merger and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company. Prior to the Effective Time, the Company shall cause the BYFC Subsidiary Bank, respectively, and Parent CFB and BYFC shall, and shall cause Parent CFB Subsidiary Bank and BYFC Subsidiary Bank, to respectively, to, execute such certificate certificates or articles 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 Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. (a) Simultaneously with Immediately following the consummation of the Second Merger, Bank of Smithtown, a New York banking organization and subsidiary of the Company (the “Bank Subsidiary”)FSB Bank, will merge with and into People’s United ▇▇▇▇▇ Bank, a federally chartered stock savings with ▇▇▇▇▇ Bank as the surviving bank and subsidiary of Parent (sometimes referred to in such capacity as the “Parent Surviving Bank”). This merger is hereinafter sometimes referred to as the “Bank Merger.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following Following the Bank Merger, the corporate separate existence of the FSB Bank Subsidiary shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective simultaneously with immediately following the Effective Time. (b) effective time of the Second Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed attached as Exhibit B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) the Company FSB shall cause the Subsidiary FSB Bank to approve the Subsidiary Plan of Merger, the CompanyFSB, as the sole shareholder stockholder of the Subsidiary FSB Bank, shall approve the Subsidiary Plan of Merger and the Company FSB shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary FSB Bank and delivered to Parent ▇▇▇▇▇ and (ii) Parent ▇▇▇▇▇ shall cause Parent ▇▇▇▇▇ Bank to approve the Subsidiary Plan of Merger, Parent▇▇▇▇▇, as the sole shareholder of Parent ▇▇▇▇▇ Bank, shall approve the Subsidiary Plan of Merger and Parent ▇▇▇▇▇ shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Companybe duly executed by ▇▇▇▇▇ Bank and delivered to FSB. Prior to the Effective Time, the Company FSB shall cause the Subsidiary FSB Bank, and Parent ▇▇▇▇▇ shall cause Parent ▇▇▇▇▇ Bank, to execute and file such certificate 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 TimeSecond Merger.

Bank Merger. (a) Simultaneously with As soon as practicable at or after the MergerEffective Time, Bank of Smithtownunless otherwise determined by COFI, a New York banking organization and subsidiary of the Company (the “Bank Subsidiary”), will merge with and into People’s United Liberty Federal Bank, a federally chartered stock savings bank and subsidiary wholly owned Subsidiary of Parent Alliance (“Parent "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"). This Such merger is hereinafter sometimes referred to herein as the “"Bank Merger.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following the Bank Merger, the corporate existence of the Bank Subsidiary 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 plan of merger, 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 substantially the form of Exhibit C. In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (ia) the Company Alliance shall cause the Subsidiary Bank Board of Directors of Liberty Federal to approve the Subsidiary Plan of Merger, the Company, Alliance as the sole shareholder of the Subsidiary Bank, Liberty Federal shall approve the Subsidiary Plan of Merger Merger, and the Company Alliance shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary Bank Liberty Federal and delivered to Parent COFI; and (iib) Parent Charter Michigan shall cause Parent the Board of Directors of Charter One Bank to approve the Subsidiary Plan of Merger, Parent, Charter Michigan as the sole shareholder of Parent Bank, Charter One Bank shall approve the Subsidiary Plan of Merger Merger, and Parent Charter Michigan shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by Charter One Bank and delivered to Alliance. At the Company. Prior to the Effective Timerequest of COFI, the Company Alliance shall cause the Subsidiary BankLiberty Federal, and Parent Charter Michigan shall cause Parent Charter One Bank, to execute such certificate 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.

Bank Merger. (a) Simultaneously with the Merger, Bank of SmithtownPenn Liberty Bank, a New York banking organization Pennsylvania-chartered bank and subsidiary a wholly owned Subsidiary of the Company PLFC (the “Bank SubsidiaryPLFC Bank”), will merge (the “Bank Merger”) with and into People’s United BankWilmington Savings Fund Society, FSB, a federally chartered stock federal savings bank and subsidiary wholly owned Subsidiary of Parent WSFS (“Parent WSFS Bank”). This merger is hereinafter sometimes referred to as the “Bank Merger.” Parent WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existenceexistence under the name “Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of the PLFC Bank Subsidiary shall ceaseterminate. 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, in a form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed 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 hereto Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalapproval of the Bank Merger: (i) the Company PLFC shall cause the Subsidiary PLFC Bank to approve the Subsidiary Plan of Merger, the CompanyPLFC, as the sole shareholder of the Subsidiary PLFC Bank, shall approve the Subsidiary Plan of Merger and the Company PLFC shall cause the Subsidiary Plan of Merger to be duly executed by the Subsidiary PLFC Bank and delivered to Parent WSFS and (ii) Parent WSFS shall cause Parent WSFS Bank to approve the Subsidiary Plan of Merger, ParentWSFS, as the sole shareholder stockholder of Parent WSFS Bank, shall approve the Subsidiary Plan of Merger and Parent WSFS shall cause Parent WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to the CompanyPLFC. Prior to the Effective Time, the Company PLFC shall cause the Subsidiary PLFC Bank, and Parent WSFS shall cause Parent WSFS Bank, to execute such certificate of merger and articles of combination combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time.