Common use of Election of NPBank Directors Clause in Contracts

Election of NPBank Directors. (A) Upon consummation of the Merger and subject to compliance with all applicable legal requirements, NPB shall cause NPBank to elect the CIB Nominee (selected pursuant to Section 1.02(d)(i) hereof) and one other person selected by CIB's Board of Directors (consistent with the 60 years age limitation contained in NPBank's Bylaws) and approved by NPB (which approval will not be unreasonably withheld) (each, a "CIB NPBank Nominee") as directors of NPBank, effective the Effective Date, to hold office until their successors are elected and qualified or otherwise in accordance with applicable law, the articles of association and bylaws of NPBank; and NPB and NPBank shall take all steps necessary to insure that each CIB NPBank Nominee is re-elected to NPBank's Board of Directors for each of the five years following the Effective Date if such person is in office as director of NPBank on the annual election dates. (B) If either CIB NPBank Nominee, or any successor, resigns, dies or is otherwise removed from NPBank's Board of Directors prior to the end of the fifth one-year term, the former CIB directors then serving on the Division Board, by a plurality vote, shall have the right to select (consistent with the 60 years age limitation contained in NPBank's Bylaws) the successor to such CIB NPBank Nominee, or any successor, subject to approval of such person by NPB (which approval will not be unreasonably withheld), and NPB shall take all reasonable steps to elect such successor to the NPBank Board of Directors.

Election of NPBank Directors. (A) Upon consummation of the Bank Merger and subject to compliance with all applicable legal requirements, NPB shall cause NPBank to elect the CIB Nominee (selected pursuant to Section 1.02(d)(i) hereof) and one other person selected by CIBPFI's Board of Directors (consistent with the 60 years age limitation contained in NPBank's Bylaws) and approved by NPB (which approval is hereby granted as to Hugh J. Garchinsky and will not be unreasonably otherxxxx xx xxxxxxxxxxly withheld) (each, a "CIB PFI NPBank Nominee") as directors a director of NPBank, effective the Effective Dateeffective date of the Bank Merger, to hold office until their successors are his successor is elected and qualified or otherwise in accordance with applicable law, the articles of association and bylaws of NPBank; and NPB and NPBank shall take all steps necessary to insure that each CIB the PFI NPBank Nominee is re-elected to NPBank's Board of Directors for each of the five three years following the Effective Date effective date of the Bank Merger if such person is in office as director of NPBank on the annual election dates. (B) If either CIB the PFI NPBank Nominee, or any successor, resigns, dies or is otherwise removed from NPBank's Board of Directors prior to the end of the fifth third one-year term, the former CIB PFI directors who are then serving on the Division Peoples Bank Board, by a plurality vote, shall have the right to select (consistent with the 60 years age limitation contained in NPBank's Bylaws) the successor to such CIB PFI NPBank Nominee, or any successor, subject to (A) compliance with the NPB/NPBank Bylaws Restrictions, (B) such person being "independent" as defined by the SEC and Nasdaq, and (C) approval of such person by NPB (which approval will not be unreasonably withheld), and . NPB shall take all reasonable steps to elect such successor to the NPBank Board of Directors.

Election of NPBank Directors. (A) Upon consummation of the Bank Merger and subject to compliance with all applicable legal requirements, NPB shall cause NPBank to elect the CIB Nominee (selected pursuant to Section 1.02(d)(i) hereof) and one other person selected by CIB's PFI’s Board of Directors (consistent with the 60 years age limitation contained in NPBank's Bylaws) and approved by NPB (which approval is hereby granted as to Xxxx X. Xxxxxxxxxx and will not otherwise be unreasonably withheld) (each, a "CIB “PFI NPBank Nominee"”) as directors a director of NPBank, effective the Effective Dateeffective date of the Bank Merger, to hold office until their successors are his successor is elected and qualified or otherwise in accordance with applicable law, the articles of association and bylaws of NPBank; and NPB and NPBank shall take all steps necessary to insure that each CIB the PFI NPBank Nominee is re-elected to NPBank's ’s Board of Directors for each of the five three years following the Effective Date effective date of the Bank Merger if such person is in office as director of NPBank on the annual election dates. (B) If either CIB the PFI NPBank Nominee, or any successor, resigns, dies or is otherwise removed from NPBank's ’s Board of Directors prior to the end of the fifth third one-year term, the former CIB PFI directors who are then serving on the Division Peoples Bank Board, by a plurality vote, shall have the right to select (consistent with the 60 years age limitation contained in NPBank's Bylaws) the successor to such CIB PFI NPBank Nominee, or any successor, subject to (A) compliance with the NPB/NPBank Bylaws Restrictions, (B) such person being “independent” as defined by the SEC and Nasdaq, and (C) approval of such person by NPB (which approval will not be unreasonably withheld), and . NPB shall take all reasonable steps to elect such successor to the NPBank Board of Directors.