Common use of Election of Independent Chairman and Independent Directors; Board Representative Clause in Contracts

Election of Independent Chairman and Independent Directors; Board Representative. (a) At or before the Closing, the Company’s Board of Directors will elect as Chairman of the Board a person of national reputation within the banking community who (i) is independent of the Company, the Investors and the Other Investors; (ii) has “banking or related financial management expertise” within the meaning of 12 U.S.C. Section 1831m(g)(1)(C)(i) and 12 C.F.R. Part 363, Appendix A, Section 32; (iii) has served, within the last three years, as the Chief Executive Officer, President, Chief Financial Officer, Chief Risk Officer, Chief Credit Officer or non-executive director of an insured depository institution or insured depository institution holding company of comparable or greater size as FirstBank, and (iv) has significant experience working with United States bank regulatory agencies. Subject to the requirements set forth in Section 5.2(b), if the Company, despite exercising good faith best efforts, is not able to find by the Closing Date a person with the qualifications described in the preceding sentence who is willing to serve as Chairman of the Board, the Company will use its good faith best efforts to identify such a person and cause that person to become Chairman of the Board as promptly as practicable after the Closing.