Common use of Corporate Governance Clause in Contracts

Corporate Governance. Effective as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase the size of its Board of Directors to fifteen (15) members, and (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or prior to the Effective Time, Parent shall cause Article III, Section 3 of its bylaws to be amended, as of the Effective Time, to read in its entirety as set forth in Exhibit D.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Columbia shall take all actions necessary to adopt the Columbia Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to in accordance with the Columbia Bylaw Amendment, (i) increase the size number of its directors that will comprise the full Board of Directors to fifteen of Columbia (15and, as of the Second Effective Time, that will comprise the full Board of Directors of the Surviving Corporation), and the full Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, that will comprise the full Board of Directors of the Surviving Bank), shall each be fourteen (14) members, and (ii) appoint Jxxxxx X. Xxxxxxxxxof the members of each such board of directors, Sxxxx X. Xxxxxxxx and two seven (27) additional current shall be members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board Umpqua as of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or immediately prior to the Effective Time, Parent designated by Umpqua (which shall cause Article IIIinclude Xx. Xxxx X. X’Xxxxx), Section 3 and seven (7) shall be members of its bylaws the Board of Directors of Columbia as of immediately prior to be amendedthe Effective Time, designated by Columbia (which shall include Xx. Xxxxx X. Stein and Xx. Xxxxx X. Eerkes). (b) Effective as of the Effective Time, to read (i) Xx. Xxxx X. X’Xxxxx shall serve as the Executive Chairman of the Board of Directors of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and of the Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank), (ii) Xx. Xxxxx X. Stein shall serve as the President and Chief Executive Officer of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and as Chief Executive Officer of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank) and as a member of the Board of Directors of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and of the Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank) and (iii) Xx. Xxxxx X. Eerkes shall serve as the Lead Independent Director of the Board of Directors of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and of the Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank). (c) Effective as of the Effective Time, (i) the headquarters of Columbia (and, as of the Second Effective Time, the Surviving Corporation) will be located in its entirety Tacoma, Washington, and the headquarters of Umpqua Bank (and, as set forth of the effective time of the Bank Merger, the Surviving Bank) will be located in Exhibit D.the Portland, Oregon metropolitan area (including Clackamas and Washington Counties) and (ii) the name of Columbia (and, as of the Second Effective Time, the Surviving Corporation) will be “Columbia Banking Systems, Inc.” and the name of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank) will be “Umpqua Bank”. (d) The bylaws of the Surviving Bank in effect as the effective time of the Bank Merger will be consistent in all respects with the foregoing provisions of this Section 6.12 and the corresponding provisions of the Columbia Bylaw Amendment.

Corporate Governance. Effective as of (a) Prior to the Effective Time, Parent Newco shall (i) increase take all actions necessary to adopt the size by-laws set forth in Exhibit 2 and to effect the requirements referenced therein. The provisions of its Board Article Five of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members such by-laws shall also be considered an agreement of the Board of Directors of the Company Parties in this Agreement mutatis mutandi. (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iiib) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase the size of its Board of Directors to fifteen (15) members, and (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At On or prior to the Effective Time, Parent Newco’s Board of Directors shall cause Article III, Section 3 the number of its bylaws directors that will comprise the full Board of Directors of the Surviving Corporation at the Effective Time to be amended18. Of the members of the initial Board of Directors of Newco at the Effective Time, eight shall be current independent BNY directors designated by BNY plus the current Chief Executive Officer of BNY and the current President of BNY, and six shall be current independent Mellon directors designated by Mellon plus the current Chief Executive Officer of Mellon and the current Senior Vice Chairman of Mellon. (c) On or prior to the Effective Time, the Newco Board of Directors shall take such actions as are necessary to cause the persons indicated in Exhibit 4 to be elected or appointed to the offices of Newco specified in such Exhibit as of the Effective Time. (d) In accordance with, and to the extent provided in, the by-laws of Newco, (i) effective as of the Effective Time, Xx. Xxxxxx Xxxxx shall become Executive Chairman of Newco, Mr. Xxxxxx Xxxxx shall become Chief Executive Officer of Newco and Xx. Xxxxxx Xxxxxxx shall become President of Newco and (ii) Mr. Xxxxxx Xxxxx shall be the successor to read Xx. Xxxxxx Xxxxx as Executive Chairman of Newco and hold the position of Chairman, with such succession to become effective on the eighteen-month anniversary of the Closing Date or any such earlier date as of which Xx. Xxxxxx Xxxxx ceases for any reason to serve in its entirety as set forth the position of Executive Chairman of Newco. (e) The headquarters of Newco will be located in Exhibit D.New York City, New York.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of NYCB shall take all actions necessary to adopt the NYCB Bylaws Amendment. Effective as of the Holdco Merger Effective Time, and in accordance with the NYCB Bylaws Amendment, the number of directors that will comprise the full Board of Directors of the Surviving Entity and the full Board of Directors of NYCB Bank shall each be twelve (12), of which (i) eight (8) shall be directors of NYCB immediately prior to the Effective Time, which shall include the Chief Executive Officer of NYCB immediately prior to the Effective Time, Xxxxxx Xxxx, Xxxxx Xxxxx, who shall serve as the Presiding Director, and such other directors as determined by NYCB and (ii) four (4) shall be directors of Flagstar immediately prior to the Effective Time (the “Flagstar Designated Directors”), which shall include the Chief Executive Officer of Flagstar immediately prior to the Effective Time, who shall serve as the non-Executive Chairman of the Board of Directors of each of the Surviving Entity and the Board of Directors of NYCB Bank, Xxxxx Xxxxxxxxx, who shall serve as the Risk Assessment Committee Chairman of the Surviving Entity and such other directors as mutually agreed to by Flagstar and NYCB, who shall be independent of NYCB in accordance with applicable stock exchange standards. (b) At the Effective Time, NYCB shall invite all directors of Flagstar immediately prior to the Effective Time other than the Flagstar Designated Directors to become members of an Advisory Board of NYCB (the “Advisory Board”), and shall cause all such individuals who accept such invitation to be elected or appointed for a two (2)-year term as members of the Advisory Board. Such members of the Advisory Board will serve on the Advisory Board until the second (2nd) anniversary of the Closing Date or until their respective earlier death or resignation, during which period such members will each receive quarterly compensation of $10,000 per quarter served. The Chief Executive Officer of NYCB shall meet with the Advisory Board at least one time per quarter during the two (2) year period beginning on the Closing Date. (c) Effective as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase the size of its Board of Directors to fifteen (15) members, and (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank NYCB shall take such actions as are necessary and appropriate actions to permit such nominations adopt the lending policies and service under, and subject to the terms of, their respective Bylaws. The Board procedures of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so Flagstar that the number of directors were in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or effect immediately prior to the Effective Time, Parent shall cause Article III, Section 3 of its bylaws Closing with respect to be amended, the acquired Flagstar operations as of the Effective Time, to read in its entirety as set forth in Exhibit D.lending policies and procedures for such acquired Flagstar operations.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Berkshire shall take all actions necessary to adopt the Restated Certificate of Incorporation and the Bylaws Amendment, and to effect the requirements referenced therein that are to be effected as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent the number of directors that will comprise the full Board of Directors of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and the full Board of Directors of Brookline Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall cause Sxxxx Spring Bank to each be sixteen (16), of which (i) increase eight (8) shall be directors of Berkshire immediately prior to the size Effective Time, which shall include Dxxxx X. Xxxxxxxx and such other directors as determined by Berkshire and (ii) eight (8) shall be directors of its Brookline immediately prior to the Effective Time, which shall include Pxxx X. Xxxxxxxx and such other directors as determined by Brookline. (b) Effective as of the Effective Time, (i) Dxxxx X. Xxxxxxxx shall serve as the Chairman of the Board of Directors to fifteen of Berkshire (15and, as of the Holdco Merger Effective Time, the Surviving Corporation) membersand of the Board of Directors of Berkshire Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term) from the Closing Date, and (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx Pxxx X. Xxxxxxxx shall serve as the President and two (2) additional current members Chief Executive Officer of the Surviving Corporation and a member of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board Surviving Bank for a term of Directors to serve until the next annual meeting of stockholders and until his or her successor at least two (2) years (assuming Mx. Xxxxxxxx is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or prior to the second term). (c) Effective Time, Parent shall cause Article III, Section 3 of its bylaws to be amended, as of the Effective Time, the headquarters and main office of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and Brookline Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall be located 100 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx, 00000. The parties shall mutually agree on determining the successor core processing company, the names of the Surviving Corporation and Surviving Bank and shall cooperate in developing and implementing a branding strategy during the pendency of the proposed transaction, which process will include the President and Chief Operating Officer of Berkshire and presentations to read and approvals by each of the Board of Directors of Berkshire and Brookline. (d) The bylaws of the Surviving Bank in its entirety effect as set forth of the Bank Merger Effective Time will be consistent in Exhibit D.all respects with the foregoing provisions of this Section 6.13 and the corresponding provisions of the Bylaws Amendment.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Old National shall take all actions necessary to adopt the Old National Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase in accordance with the size Old National Bylaw Amendment, the number of its directors that will comprise the full Board of Directors to fifteen of the Surviving Corporation shall be sixteen (15) members16). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, and eight (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current 8) shall be members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board First Midwest as of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or immediately prior to the Effective Time, Parent designated by First Midwest, which shall cause Article include Xxxxxxx X. Xxxxxxx, and eight (8) shall be members of the Board of Directors of Old National as of immediately prior to the Effective Time, designated by Old National, which shall include Xxxxx X. Xxxx III, Section 3 of its bylaws to be amended, . (b) Effective as of the Effective Time, to read (i) Xxxxxxx X. Xxxxxxx shall serve as the Executive Chairman of the Board of Directors of the Surviving Corporation for a term of two (2) years and thereafter shall serve as a consultant for a term of one (1) year, (ii) Xxxxx X. Xxxx III shall serve as the Chief Executive Officer and as a member of the Board of Directors of the Surviving Corporation and shall serve as the Chief Executive Officer and as Chairman of the Board of Directors of the Surviving Bank, (iii) Xxxx X. Xxxxxx shall serve as the President and Chief Operating Officer of the Surviving Corporation and Surviving Bank and as a member of the Board of Directors of the Surviving Bank, (iv) Xxxxx X. Xxxxxxxx shall serve as the Chief Executive Officer, Commercial Banking of the Surviving Corporation and Surviving Bank and as a member of the Board of Directors of the Surviving Bank and (v) Xxxxxxx X. Xxxxxxxx (or another independent member of the Board of Directors of Old National, designated by Old National) shall, for a term of two (2) years, serve as the Lead Independent Director of the Board of Directors of the Surviving Corporation. Upon the expiration of Xxxxxxx X. Xxxxxxx’x term as the Executive Chairman of the Board of Directors of the Surviving Corporation or upon his earlier death, resignation or removal, Xxxxx X. Xxxx III shall become Chairman of the Board of Directors of the Surviving Corporation. (c) Effective as of the Effective Time, (i) the headquarters and main office of the Surviving Corporation and the Surviving Bank will be located in its entirety Evansville, Indiana and (ii) the name of the Surviving Corporation will be “Old National Bancorp” and the name of the Surviving Bank will be “Old National Bank”. (d) The bylaws of Old National Bank in effect as set forth the effective time of the Bank Merger will be consistent in Exhibit D.all respects with the foregoing provisions of this Section 6.12.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Old National shall take all actions necessary to adopt the Old National Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase in accordance with the size Old National Bylaw Amendment, the number of its directors that will comprise the full Board of Directors to fifteen of the Surviving Corporation shall be sixteen (15) members16). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, and eight (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current 8) shall be members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board First Midwest as of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or immediately prior to the Effective Time, Parent designated by First Midwest, which shall cause Article include Mxxxxxx X. Xxxxxxx, and eight (8) shall be members of the Board of Directors of Old National as of immediately prior to the Effective Time, designated by Old National, which shall include Jxxxx X. Xxxx III, Section 3 of its bylaws to be amended, . (b) Effective as of the Effective Time, to read (i) Mxxxxxx X. Xxxxxxx shall serve as the Executive Chairman of the Board of Directors of the Surviving Corporation for a term of two (2) years and thereafter shall serve as a consultant for a term of one (1) year, (ii) Jxxxx X. Xxxx III shall serve as the Chief Executive Officer and as a member of the Board of Directors of the Surviving Corporation and shall serve as the Chief Executive Officer and as Chairman of the Board of Directors of the Surviving Bank, (iii) Mxxx X. Xxxxxx shall serve as the President and Chief Operating Officer of the Surviving Corporation and Surviving Bank and as a member of the Board of Directors of the Surviving Bank, (iv) Jxxxx X. Xxxxxxxx shall serve as the Chief Executive Officer, Commercial Banking of the Surviving Corporation and Surviving Bank and as a member of the Board of Directors of the Surviving Bank and (v) Rxxxxxx X. Xxxxxxxx (or another independent member of the Board of Directors of Old National, designated by Old National) shall, for a term of two (2) years, serve as the Lead Independent Director of the Board of Directors of the Surviving Corporation. Upon the expiration of Mxxxxxx X. Xxxxxxx’x term as the Executive Chairman of the Board of Directors of the Surviving Corporation or upon his earlier death, resignation or removal, Jxxxx X. Xxxx III shall become Chairman of the Board of Directors of the Surviving Corporation. (c) Effective as of the Effective Time, (i) the headquarters and main office of the Surviving Corporation and the Surviving Bank will be located in its entirety Evansville, Indiana and (ii) the name of the Surviving Corporation will be “Old National Bancorp” and the name of the Surviving Bank will be “Old National Bank”. (d) The bylaws of Old National Bank in effect as set forth the effective time of the Bank Merger will be consistent in Exhibit D.all respects with the foregoing provisions of this Section 6.12.

Corporate Governance. Effective (a) Prior to the Closing Date, the Board of Directors of LINK shall take all actions necessary to adopt the LINK Bylaws Amendment and the resolutions referenced therein and to affect the requirements referenced therein that are to be effected as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase in accordance with the size LINK Bylaws Amendment, the number of its directors that will comprise the full Board of Directors to fifteen (15) members, of the Surviving Corporation and (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and the full Board of Directors of LINKBANK shall each be twenty-two (222). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time and of the initial Board of Directors of LINKBANK as of the effective time of the VPB Bank Merger, twelve (12) additional current shall be members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board LINK (“LINK Continuing Directors ”) as of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or immediately prior to the Effective Time, Parent designated by LINK, and ten (10) shall be members of the Board of Directors of Partners as of immediately prior to the Effective Time, designated by Partners (“Partners Continuing Directors ”). Without limiting the effect of the foregoing, prior to the Closing Date, LINK and LINKBANK shall take all actions necessary to cause Article IIIand accept the resignations of all current directors of LINK and LINKBANK, Section 3 of its bylaws respectfully, other than the LINK Continuing Directors. The directors selected to be amendedthe LINK Continuing Directors may be different for the Surviving Corporation at the Effective Time and LINKBANK as of the effective time of the VPB Bank Merger. (b) In accordance with, and to the extent provided in, the LINK Bylaws Amendment: (i) effective as of the Effective Time, Xx. Xxxxxx X. Michetti, Jr. shall continue to read serve as Chairman of the Board of Directors of the Surviving Corporation and LINKBANK, and Xx. Xxxxxxx X. Turner shall become the Vice Chairman of the Board of Directors of the Surviving Corporation, and (ii) Xx. Xxxxxx shall be the successor to Xx. Xxxxxxxx, Xx. as the Chairman of the Board of Directors of the Surviving Corporation and LINKBANK, with such succession to be effective September 18, 2024, or any such earlier date as of which Xx. Xxxxxxxx, Xx. ceases for any reason to serve in its entirety the position of Chairman of the Board of Directors of the Surviving Corporation or of LINKBANK, as applicable. (c) The bylaws of LINKBANK in effect as of the effective time of the TBOD Bank Merger and the VPB Bank Merger will be consistent in all respects with the foregoing provisions of this Section 6.13. (d) Each of LINK and LINKBANK shall take all actions necessary to cause the matters set forth in on Exhibit D.F hereto to occur on the Closing Date.

Corporate Governance. (a) Prior to the Effective Time, Heritage shall use its reasonable best efforts to adopt the amendment to the Heritage bylaws substantially in the form set forth in Exhibit D and to effect the requirements and adopt the resolutions referenced therein. Subject to applicable law, and Heritage’s corporate governance process for new directors, eight current directors of Heritage and seven current directors of Washington Banking shall constitute the Board of Directors of the Surviving Corporation at the Effective Time. Prior to the Effective Time, the Board of Directors of Heritage shall take all necessary action pursuant to the Heritage Bylaws to cause, as of the Effective Time, Parent shall (ia) increase the size number of its directors of the Surviving Corporation to be fixed at fifteen members; (b) eight current directors of Heritage, chosen by Heritage’s existing Board of Directors, to remain on the Board of Directors of the Surviving Corporation; (c) seven current directors of Washington Banking, chosen by Washington Banking’s existing Board of Directors, to fifteen be added to the Board of Directors of the Surviving Corporation; and (15d) membersXxxxxxx X. Xxxxxxxxx to become Chairman, (ii) appoint Jxxxxx and Xxxxx X. XxxxxxxxxXxxxxxxxx to be Vice-Chairman, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company Surviving Corporation. Each of the foregoing directors shall serve until their respective successors have been duly elected or appointed and qualified, or their earlier death, resignation or removal. If the annual meeting of shareholders of Heritage to be held in 2014 (the “Company DirectorsHeritage 2014 Annual Meeting”), to be designated by Parent ) takes place after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to then (i) increase all of the size directors of its Board of Directors to fifteen (15) members, the Surviving Corporation at the Effective Time shall be nominated for re-election at the Heritage 2014 Annual Meeting and (ii) appoint Jxxxxx X. Xxxxxxxxxif the above named Chairman and Vice-Chairman are re-elected, Sxxxx X. Xxxxxxxx they shall continue to serve as the Chairman and two (2) additional current members Vice-Chairman of the Board of Directors at the pleasure of the Company, to be designated by Parent after consultation with the Company, to its Board of Directors to serve until (for two years after the next annual meeting of stockholders and until his or her successor is elected and qualifiesEffective Time). The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or prior Prior to the Effective Time, Parent Heritage shall cause Article III, Section 3 secure resignations from certain of its bylaws to be amendedexisting directors, effective as of the Effective Time, to read in its entirety accomplish the foregoing. (b) Prior to the Effective Time, Heritage shall take, and shall cause Heritage Bank to take, such action as is necessary or appropriate to cause the board of directors of Heritage Bank at the time of consummation of the Bank Merger to have the same composition and membership as the Board of Directors of Heritage. (c) Except as set forth in Exhibit D.Section 6.11(d), at the Effective Time, (i) the current executive officers of Heritage shall continue as the executive officers of the Surviving Corporation, and (ii) the current executive officers of Heritage Bank shall continue as the executive officers of the resulting institution in the Bank Merger. (d) At the effective time of the Bank Merger, each of the current Chief Executive Officer and President and Chief Operating Officer of Heritage Bank shall continue to serve in the same positions; and the current Chief Executive Officer and President of Whidbey Island Bank shall become the Chief Lending Officer of Heritage Bank, and the Chief Administrative Officer of Whidbey Island Bank shall become the Chief Administrative Officer of Heritage Bank, subject to each of such executive officers of Whidbey Island Bank entering into a new employment agreement with Heritage Bank in cancellation of his current employment agreement and any change in control agreement, in form and substance mutually satisfactory to the compensation committees of the Parties. All other executive positions at Heritage Bank, as of the effective time of the Bank Merger, shall be based on merit, as determined by the Chief Executive Officer and President of Heritage Bank and the compensation committee of Heritage, after consultation with the Chief Executive Officer and compensation committee of Washington Banking. (e) The Board of Directors of Heritage and Heritage Bank shall take all appropriate action to cause each of the individuals set forth in this Section 6.11 to be appointed to serve in the capacities and/or offices indicated, in each case from and after the Effective Time and until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.

Corporate Governance. Effective as of (a) Prior to the Effective Time, Parent Newco shall (i) increase take all actions necessary to adopt the size by-laws set forth in Exhibit 2-B and to effect the requirements referenced therein. The provisions of its Board Article Five of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members such by-laws shall also be considered an agreement of the Board of Directors of the Company Parties in this Agreement mutatis mutandi. (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iiib) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase the size of its Board of Directors to fifteen (15) members, and (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At On or prior to the Effective Time, Parent Newco’s Board of Directors shall cause Article III, Section 3 the number of its bylaws directors that will comprise the full Board of Directors of the Surviving Corporation at the Effective Time to be amended18. Of the members of the initial Board of Directors of Newco at the Effective Time, eight shall be current independent BNY directors designated by BNY plus the current Chief Executive Officer of BNY and the current President of BNY, and six shall be current independent Mellon directors designated by Mellon plus the current Chief Executive Officer of Mellon and the current Senior Vice Chairman of Mellon. (c) On or prior to the Effective Time, the Newco Board of Directors shall take such actions as are necessary to cause the persons indicated in Exhibit 4 to be elected or appointed to the offices of Newco specified in such Exhibit as of the Effective Time. (d) In accordance with, and to the extent provided in, the by-laws of Newco, (i) effective as of the Effective Time, Xx. Xxxxxx Xxxxx shall become Executive Chairman of Newco, Mr. Xxxxxx Xxxxx shall become Chief Executive Officer of Newco and Xx. Xxxxxx Xxxxxxx shall become President of Newco and (ii) Mr. Xxxxxx Xxxxx shall be the successor to read Xx. Xxxxxx Xxxxx as Executive Chairman of Newco and hold the position of Chairman, with such succession to become effective on the eighteen-month anniversary of the Closing Date or any such earlier date as of which Xx. Xxxxxx Xxxxx ceases for any reason to serve in its entirety as set forth the position of Executive Chairman of Newco. (e) The headquarters of Newco will be located in Exhibit D.New York City, New York.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Xxxxx shall take all actions necessary to adopt the Busey Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time, Parent shall (i) increase the size of its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company (the “Company Directors”), to be designated by Parent after consultation with the Company, to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase in accordance with the size of its Busey Bylaw Amendment, the entire Board of Directors of the Surviving Corporation shall be comprised of thirteen (13) directors, of which five (5) shall be “Legacy CrossFirst Directors” (as defined in the Busey Bylaw Amendment) designated by CrossFirst (one of whom, as of the Effective Time, shall be Xxxxxxx X. Xxxxxx and one of whom, as of the Effective Time, shall be Xxxxxx Xxxxxxxxx if he shall be the Chair of the Board of Directors of CrossFirst immediately prior to fifteen (15) membersthe Effective Time, and (ii) appoint Jxxxxx X. Xxxxxxxxxin which case Xxxxxx Xxxxxxxxx shall also be, Sxxxx X. Xxxxxxxx and two (2) additional current members as of the Effective Time, the Lead Independent Director of the Board of Directors of the Company, to Surviving Corporation) and eight (8) shall be “Legacy Busey Directors” (as defined in the Busey Bylaw Amendment) designated by Parent after consultation with the Company, to its Board Xxxxx (one of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or prior to the Effective Time, Parent shall cause Article III, Section 3 of its bylaws to be amendedwhom, as of the Effective Time, shall be Van X. Xxxxxxx). (b) Effective as of the Effective Time, (i) Xxx X. Dukeman shall continue to read serve as Executive Chairman of the Board of Directors of the Surviving Corporation and Chief Executive Officer of the Surviving Corporation and shall report to the Board of Directors of the Surviving Corporation and as Executive Chairman of the Board of Directors of the Surviving Bank and shall report to the Board of Directors of the Surviving Bank and (ii) Xxxxxxx X. Xxxxxx shall serve as Executive Vice Chairman of the Board of Directors of the Surviving Corporation and President of the Surviving Corporation and shall report to the Chief Executive Officer of the Surviving Corporation and as Chief Executive Officer of the Surviving Bank and shall report to the Executive Chairman of the Board of Directors of the Surviving Bank. Effective as of the date immediately following the earlier of (i) the twelve (12) month anniversary of the date of the Bank Merger, and (ii) the eighteen (18) month anniversary of the Effective Time, (A) Xxx X. Dukeman shall continue to serve as Executive Chairman of the Board of Directors of the Surviving Corporation and shall report to the Board of Directors of the Surviving Corporation and as Executive Chairman of the Board of Directors of the Surviving Bank and shall report to the Board of Directors of the Surviving Bank and (B) Xxxxxxx X. Xxxxxx shall serve as Executive Vice Chairman of the Board of Directors of the Surviving Corporation and Chief Executive Officer and President of the Surviving Corporation and shall report to the Board of Directors of the Surviving Corporation and as Chief Executive Officer of the Surviving Bank and shall report to the Board of Directors of the Surviving Bank. In the event that, during the Specified Period (as defined in its entirety the Busey Bylaw Amendment), Van X. Xxxxxxx shall no longer serve as set forth Chief Executive Officer of the Surviving Corporation, Xxxxxxx X. Xxxxxx shall serve as Chief Executive Officer of the Surviving Corporation. (c) Effective as of the Effective Time, (i) the name of the Surviving Corporation shall be “First Busey Corporation” and the name of Busey Bank shall be “Busey Bank”, (ii) the legal headquarters of the Surviving Corporation shall be located in Exhibit D.or near Kansas City, Missouri and (iii) the main office and legal headquarters of Busey Bank shall be in Champaign, Illinois. (d) The bylaws of Busey Bank in effect as of the effective time of the Bank Merger will be consistent in all respects with the foregoing provisions of this Section 6.11. The foregoing provisions of this Section 6.11 shall be subject in all respects to the terms of the Busey Bylaw Amendment.