Common use of Corporate Governance Clause in Contracts

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. Effective as of the Effective Time, 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 each be sixteen (16), of which (i) eight (8) shall be directors of Berkshire immediately prior to the Effective Time, which shall include Dxxxx X. Xxxxxxxx and such other directors as determined by Berkshire and (ii) eight (8) shall be directors of 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 of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and 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) Pxxx X. Xxxxxxxx shall serve as the President and Chief Executive Officer of the Surviving Corporation and a member of the Board of Directors of the Surviving Bank for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term). (c) Effective 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 and approvals by each of the Board of Directors of Berkshire and Brookline. (d) The bylaws of the Surviving Bank in effect as of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 and the corresponding provisions of the Bylaws Amendment.

Corporate Governance. (a) Prior to 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 Berkshire shall take all actions necessary to adopt the Restated Certificate of Incorporation and Company (the Bylaws Amendment“Company Directors”), and to effect the requirements referenced therein that are to be effected as designated by Parent after consultation with the Company, to its Board of Directors to serve until the Effective Timenext 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 number size of directors that will comprise the full its Board of Directors of Berkshire to fifteen (and, as of the Holdco Merger Effective Time, the Surviving Corporation15) and the full Board of Directors of Brookline Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall each be sixteen (16), of which (i) eight (8) shall be directors of Berkshire immediately prior to the Effective Time, which shall include Dxxxx X. Xxxxxxxx and such other directors as determined by Berkshire and (ii) eight (8) shall be directors of 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 of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and 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 Datemembers, and (ii) Pxxx appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx shall serve as the President and Chief Executive Officer of the Surviving Corporation and a member two (2) additional current members of the Board of Directors of the Surviving 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 at least two (2) years (assuming Mxstockholders 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. Xxxxxxxx is elected for a second term). (c) 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, the headquarters and main office of Berkshire (and, to read in its entirety 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 set forth 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 and approvals by each of the Board of Directors of Berkshire and Brookline. (d) The bylaws of the Surviving Bank in effect as of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 and the corresponding provisions of the Bylaws Amendment.Exhibit D.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Berkshire Columbia shall take all actions necessary to adopt the Restated Certificate of Incorporation and the Bylaws Amendment, Columbia Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, in accordance with the Columbia Bylaw Amendment, (i) the number of directors that will comprise the full Board of Directors of Berkshire Columbia (and, as of the Holdco Merger Second Effective Time, that will comprise the full Board of Directors of the Surviving Corporation) ), and the full Board of Directors of Brookline Umpqua Bank (and, as of the effective time of the Bank Merger Effective TimeMerger, that will comprise the full Board of Directors of the Surviving Bank) ), shall each be sixteen fourteen (16)14) and (ii) of the members of each such board of directors, of which seven (i7) eight (8) shall be directors members of Berkshire the Board of Directors of Umpqua as of immediately prior to the Effective Time, designated by Umpqua (which shall include Dxxxx Xx. Xxxx X. Xxxxxxxx X’Xxxxx), and such other directors as determined by Berkshire and seven (ii7) eight (8) shall be directors members of Brookline the Board of Directors of Columbia as of immediately prior to the Effective Time, designated by Columbia (which shall include Pxxx Xx. Xxxxx X. Xxxxxxxx Stein and such other directors as determined by BrooklineXx. Xxxxx X. Eerkes). (b) Effective as of the Effective Time, (i) Dxxxx Xx. Xxxx X. Xxxxxxxx X’Xxxxx shall serve as the Executive Chairman of the Board of Directors of Berkshire Columbia (and, as of the Holdco Merger Second Effective Time, the Surviving Corporation) and of the Board of Directors of Berkshire Umpqua Bank (and, as of the effective time of the Bank Merger Effective TimeMerger, 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) Pxxx Xx. Xxxxx X. Xxxxxxxx Stein shall serve as the President and Chief Executive Officer of Columbia (and, as of the Second Effective Time, the Surviving Corporation 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 for a term (and, as of at least two the effective time of the Bank Merger, the Surviving Bank) and (2iii) years Xx. Xxxxx X. Eerkes shall serve as the Lead Independent Director of the Board of Directors of Columbia (assuming Mx. Xxxxxxxx is elected for a second termand, 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 and main office of Berkshire Columbia (and, as of the Holdco Merger Second Effective Time, the Surviving Corporation) will be located in Tacoma, Washington, and Brookline the headquarters of Umpqua Bank (and, as of the effective time of the Bank Merger Merger, the Surviving Bank) will be located in 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) shall will 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 and approvals by each of the Board of Directors of Berkshire and Brookline“Umpqua Bank”. (d) The bylaws of the Surviving Bank in effect as the effective time of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 6.12 and the corresponding provisions of the Bylaws Columbia Bylaw Amendment.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Berkshire Newco shall take all actions necessary to adopt the Restated Certificate of Incorporation and the Bylaws Amendment, by-laws set forth in Exhibit 2 and to effect the requirements referenced therein that are to therein. The provisions of Article Five of such by-laws shall also be effected as considered an agreement of the Effective Time. Effective as of Parties in this Agreement mutatis mutandi. (b) On or prior to the Effective Time, Newco’s Board of Directors shall cause the number of directors that will comprise the full Board of Directors of Berkshire (and, as the Surviving Corporation at the Effective Time to be 18. Of the members of the Holdco Merger Effective Time, the Surviving Corporation) and the full initial Board of Directors of Brookline Bank (and, as of Newco at the Bank Merger Effective Time, the Surviving Bank) shall each be sixteen (16), of which (i) eight (8) shall be current independent BNY directors designated by BNY plus the current Chief Executive Officer of Berkshire immediately 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, which the Newco Board of Directors shall include Dxxxx X. Xxxxxxxx and take such other directors actions as determined by Berkshire and (ii) eight (8) shall are necessary to cause the persons indicated in Exhibit 4 to be directors elected or appointed to the offices of Brookline immediately prior to Newco specified in such Exhibit as of the Effective Time, which shall include Pxxx X. Xxxxxxxx and such other directors as determined by Brookline. (bd) Effective In accordance with, and to the extent provided in, the by-laws of Newco, (i) effective as of the Effective Time, (i) Dxxxx X. Xxxxxxxx Xx. Xxxxxx Xxxxx shall serve as the become Executive Chairman of the Board Newco, Mr. Xxxxxx Xxxxx shall become Chief Executive Officer of Directors Newco and Xx. Xxxxxx Xxxxxxx shall become President of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and 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, Newco and (ii) Pxxx X. Xxxxxxxx Mr. Xxxxxx Xxxxx shall serve be the successor to Xx. Xxxxxx Xxxxx as Executive Chairman of Newco and hold the President and Chief Executive Officer position of Chairman, with such succession to become effective on the eighteen-month anniversary of the Surviving Corporation and a member Closing Date or any such earlier date as of which Xx. Xxxxxx Xxxxx ceases for any reason to serve in the Board position of Directors Executive Chairman of the Surviving Bank for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term)Newco. (ce) Effective as The headquarters 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 Newco will be located 100 Xxxxxxxxx Xxxxxxin New York City, 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 and approvals by each of the Board of Directors of Berkshire and BrooklineNew York. (d) The bylaws of the Surviving Bank in effect as of the Bank Merger Effective Time will be consistent in 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 Berkshire NYCB shall take all actions necessary to adopt the Restated Certificate of Incorporation and the NYCB Bylaws Amendment, and to effect the requirements referenced therein that are to be effected as of the Effective Time. 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 Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) Entity and the full Board of Directors of Brookline NYCB Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall each be sixteen twelve (1612), of which (i) eight (8) shall be directors of Berkshire NYCB immediately prior to the Effective Time, which shall include Dxxxx X. Xxxxxxxx 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 Berkshire NYCB and (ii) eight four (8) 4) shall be directors of Brookline 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, 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 who shall serve as the non-Executive Chairman of the Board of Directors of Berkshire (and, as each of the Holdco Merger Effective Time, the Surviving Corporation) Entity and of the Board of Directors of Berkshire Bank (andNYCB Bank, Xxxxx Xxxxxxxxx, who shall serve as the Risk Assessment Committee Chairman of the Bank Merger 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 Surviving Bank) 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) years (assuming Mx. Xxxxxxxx is elected for a second term) from year period beginning on the Closing Date, and (ii) Pxxx X. Xxxxxxxx shall serve as the President and Chief Executive Officer of the Surviving Corporation and a member of the Board of Directors of the Surviving Bank for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term). (c) Effective 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 and approvals by each of the Board of Directors of Berkshire NYCB shall take such actions as are necessary and Brookline. (d) The bylaws appropriate to adopt the lending policies and procedures of the Surviving Bank Flagstar that were in effect immediately prior to the Closing with respect to the acquired Flagstar operations as of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 lending policies and the corresponding provisions of the Bylaws Amendmentprocedures for such acquired Flagstar operations.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Berkshire Newco shall take all actions necessary to adopt the Restated Certificate of Incorporation and the Bylaws Amendment, by-laws set forth in Exhibit 2-B and to effect the requirements referenced therein that are to therein. The provisions of Article Five of such by-laws shall also be effected as considered an agreement of the Effective Time. Effective as of Parties in this Agreement mutatis mutandi. (b) On or prior to the Effective Time, Newco’s Board of Directors shall cause the number of directors that will comprise the full Board of Directors of Berkshire (and, as the Surviving Corporation at the Effective Time to be 18. Of the members of the Holdco Merger Effective Time, the Surviving Corporation) and the full initial Board of Directors of Brookline Bank (and, as of Newco at the Bank Merger Effective Time, the Surviving Bank) shall each be sixteen (16), of which (i) eight (8) shall be current independent BNY directors designated by BNY plus the current Chief Executive Officer of Berkshire immediately 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, which the Newco Board of Directors shall include Dxxxx X. Xxxxxxxx and take such other directors actions as determined by Berkshire and (ii) eight (8) shall are necessary to cause the persons indicated in Exhibit 4 to be directors elected or appointed to the offices of Brookline immediately prior to Newco specified in such Exhibit as of the Effective Time, which shall include Pxxx X. Xxxxxxxx and such other directors as determined by Brookline. (bd) Effective In accordance with, and to the extent provided in, the by-laws of Newco, (i) effective as of the Effective Time, (i) Dxxxx X. Xxxxxxxx Xx. Xxxxxx Xxxxx shall serve as the become Executive Chairman of the Board Newco, Mr. Xxxxxx Xxxxx shall become Chief Executive Officer of Directors Newco and Xx. Xxxxxx Xxxxxxx shall become President of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and 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, Newco and (ii) Pxxx X. Xxxxxxxx Mr. Xxxxxx Xxxxx shall serve be the successor to Xx. Xxxxxx Xxxxx as Executive Chairman of Newco and hold the President and Chief Executive Officer position of Chairman, with such succession to become effective on the eighteen-month anniversary of the Surviving Corporation and a member Closing Date or any such earlier date as of which Xx. Xxxxxx Xxxxx ceases for any reason to serve in the Board position of Directors Executive Chairman of the Surviving Bank for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term)Newco. (ce) Effective as The headquarters 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 Newco will be located 100 Xxxxxxxxx Xxxxxxin New York City, 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 and approvals by each of the Board of Directors of Berkshire and BrooklineNew York. (d) The bylaws of the Surviving Bank in effect as of the Bank Merger Effective Time will be consistent in 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 Berkshire Old National shall take all actions necessary to adopt the Restated Certificate of Incorporation and the Bylaws Amendment, Old National Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, in accordance with the Old National Bylaw Amendment, 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) Corporation shall each be sixteen (16). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, of which (i) eight (8) shall be directors members of Berkshire the Board of Directors of First Midwest as of immediately prior to the Effective Time, designated by First Midwest, which shall include Dxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx, and such other directors as determined by Berkshire and (ii) eight (8) shall be directors members of Brookline the Board of Directors of Old National as of immediately prior to the Effective Time, designated by Old National, which shall include Pxxx Xxxxx X. Xxxxxxxx and such other directors as determined by BrooklineXxxx III. (b) Effective as of the Effective Time, (i) Dxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx shall serve as the Executive Chairman of the Board of Directors of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving CorporationCorporation 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 Berkshire Bank (and, the Surviving Corporation and shall serve as the Chief Executive Officer and as Chairman of the Bank Merger Effective Time, Board of Directors of the Surviving Bank, (iii) for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term) from the Closing Date, and (ii) Pxxx Xxxx X. Xxxxxxxx Xxxxxx shall serve as the President and Chief Executive 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 at least two (2) years (assuming Mxyears, serve as the Lead Independent Director of the Board of Directors of the Surviving Corporation. Xxxxxxxx is elected for a second term)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 Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) Corporation and Brookline Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall Bank will be located 100 Xxxxxxxxx Xxxxxxin Evansville, Xxxxxx Xxxxxxxxxxxxx, 00000. The parties shall mutually agree on determining Indiana and (ii) the successor core processing company, the names name of the Surviving Corporation will be “Old National Bancorp” and the name of the 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 and approvals by each of the Board of Directors of Berkshire and Brooklinebe “Old National Bank”. (d) The bylaws of the Surviving Old National Bank in effect as the effective time of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 and the corresponding provisions of the Bylaws Amendment6.12.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Berkshire Xxxxx shall take all actions necessary to adopt the Restated Certificate of Incorporation and the Bylaws Amendment, Busey Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, in accordance with the number of directors that will comprise Busey Bylaw Amendment, the full entire Board of Directors of Berkshire the Surviving Corporation shall be comprised of thirteen (and13) 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 Holdco Merger Effective Time, shall be Xxxxxxx X. Xxxxxx and one of whom, as of the Surviving Corporation) and Effective Time, shall be Xxxxxx Xxxxxxxxx if he shall be the full Chair of the Board of Directors of Brookline Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall each be sixteen (16), of which (i) eight (8) shall be directors of Berkshire CrossFirst immediately prior to the Effective Time, in which case Xxxxxx Xxxxxxxxx shall include Dxxxx X. Xxxxxxxx also be, as of the Effective Time, the Lead Independent Director of the Board of Directors of the Surviving Corporation) and such other directors as determined by Berkshire and (ii) eight (8) shall be directors “Legacy Busey Directors” (as defined in the Busey Bylaw Amendment) designated by Xxxxx (one of Brookline immediately prior to whom, as of the Effective Time, which shall include Pxxx be Van X. Xxxxxxxx and such other directors as determined by BrooklineXxxxxxx). (b) Effective as of the Effective Time, (i) Dxxxx Xxx X. Xxxxxxxx Dukeman shall continue to serve as the Executive Chairman of the Board of Directors of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and 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) Pxxx X. Xxxxxxxx shall serve as the President Corporation and Chief Executive Officer of the Surviving Corporation and a member shall report to the Board of Directors of the Surviving Corporation and as Executive Chairman of the Board of Directors of the Surviving Bank for a term and shall report to the Board of at least two Directors of the Surviving Bank and (2ii) years 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 (assuming Mxi) 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. Xxxxxxxx is elected for a second termIn the event that, during the Specified Period (as defined in the Busey Bylaw Amendment), Van X. Xxxxxxx shall no longer serve as 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 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 name of the Surviving Corporation shall be “First Busey Corporation” and Surviving the name of Busey Bank and shall cooperate in developing and implementing a branding strategy during be “Busey Bank”, (ii) the pendency legal headquarters of the proposed transactionSurviving Corporation shall be located in or near Kansas City, which process will include Missouri and (iii) the President main office and Chief Operating Officer legal headquarters of Berkshire and presentations to and approvals by each of the Board of Directors of Berkshire and BrooklineBusey Bank shall be in Champaign, Illinois. (d) The bylaws of the Surviving Busey Bank in effect as of the effective time of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 and the corresponding 6.11. The foregoing provisions of this Section 6.11 shall be subject in all respects to the Bylaws terms of the Busey Bylaw Amendment.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Berkshire Old National shall take all actions necessary to adopt the Restated Certificate of Incorporation and the Bylaws Amendment, Old National Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, in accordance with the Old National Bylaw Amendment, 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) Corporation shall each be sixteen (16). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, of which (i) eight (8) shall be directors members of Berkshire the Board of Directors of First Midwest as of immediately prior to the Effective Time, designated by First Midwest, which shall include Dxxxx Mxxxxxx X. Xxxxxxxx Xxxxxxx, and such other directors as determined by Berkshire and (ii) eight (8) shall be directors members of Brookline the Board of Directors of Old National as of immediately prior to the Effective Time, designated by Old National, which shall include Pxxx Jxxxx X. Xxxxxxxx and such other directors as determined by BrooklineXxxx III. (b) Effective as of the Effective Time, (i) Dxxxx Mxxxxxx X. Xxxxxxxx Xxxxxxx shall serve as the Executive Chairman of the Board of Directors of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving CorporationCorporation 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 Berkshire Bank (and, the Surviving Corporation and shall serve as the Chief Executive Officer and as Chairman of the Bank Merger Effective Time, Board of Directors of the Surviving Bank, (iii) for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term) from the Closing Date, and (ii) Pxxx Mxxx X. Xxxxxxxx Xxxxxx shall serve as the President and Chief Executive 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 at least two (2) years (assuming Mxyears, serve as the Lead Independent Director of the Board of Directors of the Surviving Corporation. Xxxxxxxx is elected for a second term)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 Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) Corporation and Brookline Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall Bank will be located 100 Xxxxxxxxx Xxxxxxin Evansville, Xxxxxx Xxxxxxxxxxxxx, 00000. The parties shall mutually agree on determining Indiana and (ii) the successor core processing company, the names name of the Surviving Corporation will be “Old National Bancorp” and the name of the 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 and approvals by each of the Board of Directors of Berkshire and Brooklinebe “Old National Bank”. (d) The bylaws of the Surviving Old National Bank in effect as the effective time of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 and the corresponding provisions of the Bylaws Amendment6.12.

Corporate Governance. (a) Prior to the Effective TimeClosing Date, the Board of Directors of Berkshire LINK shall take all actions necessary to adopt the Restated Certificate of Incorporation LINK Bylaws Amendment and the Bylaws Amendment, resolutions referenced therein and to effect affect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, in accordance with the LINK Bylaws Amendment, 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) Corporation and the full Board of Directors of Brookline Bank LINKBANK shall each be twenty-two (and, 22). 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 Effective TimeMerger, the Surviving Banktwelve (12) shall each be sixteen members of the Board of Directors of LINK (16), “LINK Continuing Directors ”) as of which (i) eight (8) shall be directors of Berkshire immediately prior to the Effective Time, which shall include Dxxxx X. Xxxxxxxx designated by LINK, and such other directors as determined by Berkshire and ten (ii10) eight (8) shall be directors members of Brookline the Board of Directors of Partners as of immediately prior to the Effective Time, which designated by Partners (“Partners Continuing Directors ”). Without limiting the effect of the foregoing, prior to the Closing Date, LINK and LINKBANK shall include Pxxx X. Xxxxxxxx take all actions necessary to cause and such accept the resignations of all current directors of LINK and LINKBANK, respectfully, other than the LINK Continuing Directors. The directors selected to be the LINK Continuing Directors may be different for the Surviving Corporation at the Effective Time and LINKBANK as determined by Brooklineof the effective time of the VPB Bank Merger. (b) Effective 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 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 (iii) Dxxxx X. Xxxxxxxx Xx. Xxxxxx shall serve be the successor to Xx. Xxxxxxxx, Xx. as the Chairman of the Board of Directors of Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and 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) Pxxx X. Xxxxxxxx shall serve as the President and Chief Executive Officer of the Surviving Corporation and a member 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 the position of Chairman of the Board of Directors of the Surviving Bank for a term Corporation or of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term)LINKBANK, as applicable. (c) Effective 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 and approvals by each of the Board of Directors of Berkshire and Brookline. (d) The bylaws of the Surviving Bank LINKBANK in effect as of the effective time of the TBOD Bank Merger Effective Time and the VPB Bank Merger will be consistent in all respects with the foregoing provisions of this Section 6.13 6.13. (d) Each of LINK and LINKBANK shall take all actions necessary to cause the corresponding provisions of matters set forth on Exhibit F hereto to occur on the Bylaws AmendmentClosing 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 Berkshire Heritage 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. Effective as of the Effective Time, 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 each be sixteen (16), of which (i) eight (8) shall be directors of Berkshire immediately prior action pursuant to the Effective TimeHeritage Bylaws to cause, which shall include Dxxxx X. Xxxxxxxx and such other directors as determined by Berkshire and (ii) eight (8) shall be directors of 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, (ia) Dxxxx X. Xxxxxxxx shall serve as the Chairman number of 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 Berkshire (and, as of the Holdco Merger Effective Time, the Surviving Corporation; (c) and seven current directors of Washington Banking, chosen by Washington Banking’s existing Board of Directors, to be added to the Board of Directors of Berkshire Bank (and, as of the Bank Merger Effective Time, the Surviving BankCorporation; and (d) for a term of at least two (2) years (assuming Mx. Xxxxxxxx is elected for a second term) from the Closing DateXxxxxxx X. Xxxxxxxxx to become Chairman, and (ii) Pxxx Xxxxx X. Xxxxxxxx shall serve as the President and Chief Executive Officer of the Surviving Corporation and a member Xxxxxxxxx to be Vice-Chairman, of the Board of Directors of the Surviving Bank 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 “Heritage 2014 Annual Meeting”) takes place after the Effective Time, then (i) all of the directors of the Surviving Corporation at the Effective Time shall be nominated for a term re-election at the Heritage 2014 Annual Meeting and (ii) if the above named Chairman and Vice-Chairman are re-elected, they shall continue to serve as the Chairman and Vice-Chairman of the Board of Directors at least the pleasure of the Board of Directors (for two (2) years (assuming Mxafter the Effective Time). Xxxxxxxx is elected for a second term). (c) Prior to the Effective Time, Heritage shall secure resignations from certain of its existing directors, effective as of the Effective Time, to accomplish the headquarters and main office of Berkshire foregoing. (and, as of b) Prior to the Holdco Merger Effective Time, Heritage shall take, and shall cause Heritage Bank to take, such action as is necessary or appropriate to cause the Surviving Corporation) and Brookline board of directors of Heritage Bank (and, as 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 Section 6.11(d), at the Effective Time, (i) the Surviving Bank) current executive officers of Heritage shall be located 100 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx, 00000. The parties shall mutually agree on determining continue as the successor core processing company, the names executive officers of the Surviving Corporation Corporation, and Surviving (ii) the current executive officers of Heritage Bank and shall cooperate in developing and implementing a branding strategy during continue as the pendency executive officers of the proposed transactionresulting institution in the Bank Merger. (d) At the effective time of the Bank Merger, which process will include each of the current Chief Executive Officer and President and Chief Operating Officer of Berkshire Heritage Bank shall continue to serve in the same positions; and presentations 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 and approvals by 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 Berkshire Heritage and Brookline. (d) The bylaws Heritage Bank shall take all appropriate action to cause each of the Surviving Bank individuals set forth in effect as of this Section 6.11 to be appointed to serve in the Bank Merger capacities and/or offices indicated, in each case from and after the Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 and the corresponding provisions of the Bylaws Amendmentuntil their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.