Divisional Board. RCFC shall, promptly following the ---------------- Effective Time, cause all of the members of Bayonne's Board of Directors as of the date of this Agreement, who are willing to so serve, to be elected to or appointed as members of RCFC's divisional board ("Divisional Board"), the function of which shall be to advise RCFC with respect to deposit and lending activities in Bayonne's market area and to maintain and develop customer relationships. The members of the Board who are willing to so serve shall be elected to serve a term not to exceed April 30, 2003. Beginning immediately after the Effective Time, each member of the Divisional Board shall receive an annual retainer fee of $12,000 and a $1,000 attendance fee for each board meeting attended. Each member of the Divisional Board shall be prohibited from competing with RCFC for the duration of the term for which they were elected or appointed. Such Divisional Board annual retainer fee shall be payable in quarterly installments or in one lump sum at any time in advance at the option of RCFC. The responsibilities and obligations of members of the Divisional Board shall be determined by RCFC. Service on the Divisional Board shall be deemed to constitute service for purposes of the vesting provisions of the Bayonne Option Plans and the Bayonne RRP. In the event RCFC or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of RCFC assume the obligations set forth in this Section 4.16.

Divisional Board. 52 ---------------- ARTICLE V CONDITIONS TO CONSUMMATION .................................................................. 53 -------------------------- Section 5.1. Conditions to Each Party's Obligations .................................. 53 -------------------------------------- Section 5.2. Conditions to the Obligations of RCFC and RCFC Bank ..................... 54 --------------------------------------------------- Section 5.3. Conditions to the Obligations of Bayonne and First Savings .............. 56 ---------------------------------------------------------- ARTICLE VI TERMINATION ................................................................................. 57 ----------- Section 6.1. Termination ............................................................. 57 ----------- Section 6.2. Effect of Termination ................................................... 61 --------------------- ARTICLE VII CLOSING, EFFECTIVE DATE AND EFFECTIVE TIME .................................................. 61 ------------------------------------------ Section 7.1. Effective Date and Effective Time ....................................... 61 --------------------------------- Section 7.2. Deliveries at the Closing ............................................... 61 ------------------------- ARTICLE VIII CERTAIN OTHER MATTERS ....................................................................... 61 --------------------- Section 8.1. Certain Definitions; Interpretation ..................................... 61 ----------------------------------- Section 8.2. Survival ................................................................ 62 -------- Section 8.3. Waiver; Amendment ....................................................... 62 ----------------- Section 8.4. Counterparts ............................................................ 62 ------------ Section 8.5. Governing Law ........................................................... 62 ------------- Section 8.6. Expenses ................................................................ 62 -------- Section 8.7. Notices ................................................................. 63 ------- Section 8.8. Entire Agreement; etc ................................................... 64 --------------------- Section 8.9. Assignment .............................................................. 64 ---------- AGREEMENT AND PLAN OF MERGER ---------------------------- This is an AGREEMENT AND PLAN OF MERGER, dated as of the 19/...

Divisional Board. 51 ---------------- ARTICLE V

Divisional Board. RCFC shall, promptly following the ---------------- Effective Time, cause all of the members of Ironbound's Board of Directors as of the date of this Agreement, who are willing to so serve, to be elected to or appointed as members of Ironbound's divisional board ("Divisional Board"), the function of which shall be to advise RCFC with respect to deposit and lending activities in Ironbound's market area and to maintain and develop customer relationships. The members of the Board who are willing to so serve shall be elected to serve a term of three years. Beginning immediately after the Effective Time, each non-employee member of the Divisional Board (except the Chairman of the Divisional Board) shall receive an annual retainer fee of $5,000, plus an attendance fee of $750 for each Divisional Board meeting attended, and the Chairman of the Divisional Board shall receive an annual retainer fee of $10,000 plus an attendance fee of $750 for each Divisional Board meeting attended, and each non-employee member of the Divisional Board shall be prohibited from competing directly with RCFC for the duration of the term for which they were elected or appointed. Such Divisional Board annual retainer fee shall be payable in quarterly installments or in one lump sum at any time in advance at the option of RCFC.

Divisional Board. Promptly following the effective time of the Bank Merger, NYCB shall cause all of the members of Roslyn’s Board of Directors as of the date of this Plan (who are not members of the Board of Directors of NYCB or NYCB Bank and who are willing to serve) to be elected or appointed as members of NYCB Bank’s divisional board for the Xxxxxx Bank division of NYCB Bank (“Divisional Board”). The function of the Divisional Board shall be to advise NYCB Bank with respect to deposit and lending activities in Xxxxxx Bank’s former market area and to maintain and develop customer relationships. The Divisional Board shall exist for three years beginning on the effective date of the Bank Merger. Each member of the Divisional Board who is not a member of the Board of Directors of NYCB or NYCB Bank shall receive a per annum retainer equivalent to the amount of directors’ fees (excluding travel reimbursement) such member received as an existing member of Roslyn’s Board of Directors in 2002.

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Parent Board Section 3.3(a) ............31
Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.
Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:
Composition of Board of Directors (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------
Committees (i) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees.
Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.
Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.
Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Member’s expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets.
Initial Directors The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.
Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

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