Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI and TRFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and TRFC desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board board of Directors directors of each of RBI Purchaser and TRFC (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI Purchaser and TRFCthe Company, respectivelyas the case may be, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended ("Code"), defined herein) for federal income tax purposes, purposes and that the Merger shall this Agreement be accounted for and is hereby adopted as a pooling-of-interests for accounting purposes“plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. RBI Purchaser and TRFC the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI Parent and TRFC (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement companies and stockholders to consummate the transactions contemplated hereby are consistent with, and in furtherance of, its respective strategic business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement")combination transaction provided for herein, pursuant to which TRFC has granted (i) Merger Sub will, subject to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In additionset forth herein, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged merge with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI the Company ("RBI Bank"the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with RBI Bank the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving entity ("Bank Merger")corporation. The parties hereto intend that the Merger and the Bank Merger Integrated Mergers shall qualify together be treated as a reorganization single integrated transaction that qualifies as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposesthe “IRC”) and that this Agreement is intended to be, and that is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the Merger shall be accounted for as a poolingIRC and within the meaning of Treasury regulation section 1.368-of-interests for accounting purposes2(g). RBI Parent and TRFC the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI RCFC and TRFC Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of RBI RCFC and TRFCBayonne, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBIRCFC's willingness to enter into this Agreement, RBI RCFC and TRFC Bayonne have entered into a stock option agreement (the "TRFC Option Agreement"), pursuant to which TRFC Bayonne has granted to RBI RCFC an option to purchase shares of TRFCBayonne's common stock, par value $.01 0.01 per share ("TRFC Bayonne Common Stock"), upon the terms and conditions therein contained. In addition; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, concurrently with within twenty-one days of the execution and delivery date of this Agreement, and execute in favor of RCFC a Letter Agreement in the form annexed as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). Exhibit A. The parties hereto intend that the Merger and the Bank Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI RCFC and TRFC Bayonne desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI and TRFC NFB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of RBI NFB and TRFC, respectively, and in the best long-term interests of their respective its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies strategy and (iii) has approvedapproved this Agreement. The Board of Directors of JSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of JSB and in the best long-term interests of its stockholders, at meetings of each of such Boards of Directors(ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBINFB's willingness to enter into this Agreement, RBI NFB and TRFC JSB have entered into a stock option agreement ("TRFC JSB Option Agreement"), pursuant to which TRFC JSB has granted to RBI NFB an option to purchase shares of TRFCJSB's common stock, par value $.01 per share ("TRFC JSB Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following Following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Jamaica Savings Bank, a wholly owned subsidiary of TRFC JSB Financial, Inc. ("TRFC JSB Bank"), shall may be merged with and into The Xxxxxx Savings North Fork Bank, a wholly owned subsidiary of RBI North Fork Bancorporation, Inc. ("RBI NFB Bank"), with RBI NFB Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger Merger, if effected, each shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-of- interests for financial accounting purposes. RBI NFB and TRFC JSB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI RCFC and TRFC Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of RBI RCFC and TRFCBayonne, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBIRCFC's willingness to enter into this Agreement, RBI RCFC and TRFC Bayonne have entered into a stock option agreement (the "TRFC Option Agreement"), pursuant to which TRFC Bayonne has granted to RBI RCFC an option to purchase shares of TRFCBayonne's common stock, par value $.01 0.01 per share ("TRFC Bayonne Common Stock"), upon the terms and conditions therein contained. In addition; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, concurrently with within twenty-one days of the execution and delivery date of this Agreement, and execute in favor of RCFC a Letter Agreement in the form annexed as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). Exhibit A. The parties hereto intend that the Merger and the Bank Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests purchase business combination for accounting purposes. RBI RCFC and TRFC Bayonne desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board Boards of Directors of each of RBI Purchaser and TRFC (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the respective best interests of Purchaser and the Company and in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger (as defined herein) shall qualify as a reorganization “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended ("Code"), defined herein) for federal income tax purposes, purposes and that the Merger shall this Agreement be accounted for and is hereby adopted as a pooling-of-interests for accounting purposes“plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. RBI Purchaser and TRFC the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, each member of the Board of Directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A, pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Company Voting Agreement”). As a condition and inducement to the Company’s willingness to enter into this Agreement, each member of the Board of Directors of Purchaser has entered into an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Purchaser Voting Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI Parent, Parent Bank and TRFC (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement companies and stockholders to consummate the transactions contemplated hereby are consistent with, and in furtherance of, its respective strategic business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement")combination transaction provided for herein, pursuant to which TRFC has granted the Company will, subject to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In additionset forth herein, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged merge with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI Parent Bank ("RBI Bank"the “Merger”), with RBI Parent Bank being the surviving entity ("Bank Merger"). corporation and, accordingly, sometimes referred to as the “Surviving Bank.” The parties hereto intend that the Merger and the Bank Merger shall qualify as a reorganization “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposesthe “IRC”) and that this Agreement is intended to be, and that is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the Merger shall be accounted for as a poolingIRC and within the meaning of Treasury regulation section 1.368-of-interests for accounting purposes2(g). RBI Parent, Parent Bank and TRFC the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s and Parent Bank’s willingness to enter into this Agreement, each of the directors of the Company have entered into an agreement pursuant to which each such director, in their capacity as a stockholder, has agreed, among other things, to vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Company’s willingness to enter into this Agreement, each of the directors of Parent have entered into an agreement pursuant to which each such director, in their capacity as a stockholder, has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI RCFC and TRFC Ironbound (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of RBI RCFC and TRFCIronbound, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBIRCFC's willingness to enter into this Agreement, RBI RCFC and TRFC Ironbound have entered into a stock option agreement (the "TRFC Option Agreement"), pursuant to which TRFC Ironbound has granted to RBI RCFC an option to purchase shares of TRFCIronbound's common stock, par value $.01 5.00 per share ("TRFC Ironbound Common Stock"), upon the terms and conditions therein contained. In addition; and certain officers and directors of Ironbound will each, concurrently with within fourteen days of the execution and delivery date of this Agreement, and execute in favor of RCFC a Letter Agreement in the form annexed as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). Exhibit A. The parties hereto intend that the Merger and the Bank Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI RCFC and TRFC Ironbound desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The respective Boards of Directors of Newco, MHC, Bradford and Bradford Bank (collectively, the "Bradford Parties") and the Board of Directors of Patapsco have each of RBI and TRFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholderscorporations and stockholders or members, (ii) has determined that this Agreement and as the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreementcase may be. Concurrently In connection with the execution and delivery Merger, it is intended that MHC will convert from the mutual form of this Agreement, and as a condition and inducement organization to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a the capital stock option agreement ("TRFC Option Agreement"), form of organization pursuant to which TRFC has granted to RBI an option to purchase shares certain transactions (the "Conversion") as the result of TRFC's common stockwhich, par value $.01 per share ("TRFC Common Stock")inter alia, upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, Bradford Bank will become a wholly owned subsidiary of TRFC Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, all pursuant to a plan of conversion, substantially in the form attached at Exhibit A hereto and subject to regulatory review and amendment in connection with such review as provided therein (the "TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary Plan of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank MergerConversion"). The parties hereto intend that the Merger and the Bank Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), IRC for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and TRFC The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to the Bradford Parties' willingness to enter into this Agreement, each of the members of the Board of Directors of Patapsco has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which he or she will vote his or her shares of Patapsco Common Stock in favor of this Agreement and the transactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The respective Boards of Directors of Newco, MHC, Bradford and Bradford Bank (collectively, the “Bradford Parties”) and the Board of Directors of Patapsco have each of RBI and TRFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholderscorporations and stockholders or members, (ii) has determined that this Agreement and as the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreementcase may be. Concurrently In connection with the execution and delivery Merger, it is intended that MHC will convert from the mutual form of this Agreement, and as a condition and inducement organization to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a the capital stock option agreement ("TRFC Option Agreement"), form of organization pursuant to which TRFC has granted to RBI an option to purchase shares certain transactions (the “Conversion”) as the result of TRFC's common stockwhich, par value $.01 per share ("TRFC Common Stock")inter alia, upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, Bradford Bank will become a wholly owned subsidiary of TRFC Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, all pursuant to a plan of conversion, substantially in the form attached at Exhibit A hereto and subject to regulatory review and amendment in connection with such review as provided therein ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary the “Plan of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"Conversion”). The parties hereto intend that the Merger and the Bank Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), IRC for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and TRFC The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to the Bradford Parties’ willingness to enter into this Agreement, each of the members of the Board of Directors of Patapsco has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which he or she will vote his or her shares of Patapsco Common Stock in favor of this Agreement and the transactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI FFBSW and TRFC GFSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI and TRFCFFBSW or GFSB, respectivelyas the case may be, and in the best long-term interests of their respective stockholdersthe stockholders of FFBSW or GFSB, as the case may be, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger")strategies. The parties hereto intend that the Merger and the Bank Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), IRC for federal income tax purposes, . FFBSW and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and TRFC GFSB each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to FFBSW's willingness to enter into this Agreement, at or prior to the date of this Agreement, each of the members of the Board of Directors of GFSB has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he will vote his shares of --------- GFSB Common Stock in favor of this Agreement and the transactions contemplated hereby . As a condition and inducement to GFSB's willingness to enter into this Agreement, each director and advisory director of FFBSW has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which --------- he or she will vote his or her shares of FFBSW Common Stock in favor of this Agreement and the transactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI Parent, Parent Bank and TRFC (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement companies and stockholders to consummate the transactions contemplated hereby are consistent with, and in furtherance of, its respective strategic business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement")combination transaction provided for herein, pursuant to which TRFC has granted the Company will, subject to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In additionset forth herein, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged merge with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI Parent Bank ("RBI Bank"the “Merger”), with RBI Parent Bank being the surviving entity ("Bank Merger")corporation and shall hereinafter sometimes referred to in such capacity as the “Surviving Bank”. The parties hereto intend that the Merger and the Bank Merger shall qualify as a reorganization “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposesthe “IRC”) and that this Agreement is intended to be, and that is adopted as, a plan of reorganization for purposes of Sections 356, 361 and 368 of the Merger shall be accounted for as a poolingIRC and within the meaning of Treasury regulation section 1.368-of-interests for accounting purposes2(g). RBI Parent and TRFC the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Parent’s willingness to enter into this Agreement, (i) each of the members of the Board of Directors of the Company, and (ii) certain of the Company’s executive officers, have, concurrently with the execution and delivery of this Agreement, and solely in their capacities as shareholders of the Company, entered into an agreement pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board Boards of Directors of each of RBI Purchaser, Purchaser Bank and TRFC (i) has IIBK have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI Purchaser, Purchaser Bank and TRFCIIBK, respectivelyas the case may be, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended ("Code"), defined herein) for federal income tax purposes, purposes and that the Merger shall this Agreement be accounted for and is hereby adopted as a pooling-of-interests for accounting purposes“plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. RBI Purchaser, Purchaser Bank and TRFC IIBK each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, each IIBK Executive Officer and each member of the Board of Directors of IIBK and certain shareholders of IIBK has entered into an agreement dated as of the date hereof in the form of Exhibit A, pursuant to which he, she or it will vote his, her or its shares of IIBK Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As a further condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, each executive officer and member of the Board of Directors of IIBK has entered into an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which he or she will agree to certain non-competition and non-solicitation provisions (each, a “Non-Competition and Non-Solicitation Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI NVSL and TRFC (i) has SSE have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective corporations and stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently In connection with the execution Merger, it is intended that NVSL MHC (as hereinafter defined) will reorganize and delivery convert from the mutual holding company form of this Agreement, and as a condition and inducement organization to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a the stock option agreement ("TRFC Option Agreement"), holding company form of organization pursuant to which TRFC has granted to RBI an option to purchase shares certain transactions (the “Conversion”) as the result of TRFC's common stockwhich, par value $.01 per share ("TRFC Common Stock")inter alia, upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, NVSL Bank will become a wholly owned subsidiary of TRFC Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, and exchange of its common stock for shares of NVSL common stock held by persons other than NVSL MHC, all pursuant to a plan of conversion and subject to regulatory review and amendment in connection with such review as provided therein ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary the “Plan of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"Conversion”). The parties hereto intend that the Merger and the Bank Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended ("Code"), defined herein) for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and TRFC The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to NVSL’s willingness to enter into this Agreement, each of the members of the Board of Directors of SSE have entered into an agreement dated as of the date hereof, in the form of Exhibit A hereto, pursuant to which he (or she) will vote his (or her) shares of SSE Common Stock in favor of this Agreement and the transactions contemplated hereby. As a further condition and inducement to NVSL’s willingness to enter into this Agreement, NVSL Bank (as defined herein) has entered into an employment agreement with Mxxxxxx X. Xxxxx, Xx., Senior Vice President of SSE Bank (as defined herein), in the form of Exhibit B hereto, and an employment agreement with Sxxxx Xxxxxx, Senior Vice President and Chief Credit Officer of SSE Bank, in the form of Exhibit C hereto, which employment agreements will be effective upon the consummation of the Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board Boards of Directors of each of RBI Purchaser, Purchaser Bank and TRFC (i) has CMYF have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI Purchaser, Purchaser Bank and TRFCCMYF, respectivelyas the case may be, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended ("Code"), defined herein) for federal income tax purposes, purposes and that the Merger shall this Agreement be accounted for and is hereby adopted as a pooling-of-interests for accounting purposes“plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. RBI Purchaser, Purchaser Bank and TRFC CMYF each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, each executive officer and member of the Board of Directors of CMYF has entered into an agreement dated as of the date hereof in the form of Exhibit A, pursuant to which he or she will vote his or her shares of CMYF Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As a further condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, each executive officer and member of the Board of Directors of CMYF has entered into an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which he or she will agree to certain non-solicitation provisions (each, a Non-Solicitation Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of RBI NVSL and TRFC (i) has SSE have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective corporations and stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently In connection with the execution Merger, it is intended that NVSL MHC (as hereinafter defined) will reorganize and delivery convert from the mutual holding company form of this Agreement, and as a condition and inducement organization to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a the stock option agreement ("TRFC Option Agreement"), holding company form of organization pursuant to which TRFC has granted to RBI an option to purchase shares certain transactions (the “Conversion”) as the result of TRFC's common stockwhich, par value $.01 per share ("TRFC Common Stock")inter alia, upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, NVSL Bank will become a wholly owned subsidiary of TRFC Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, and exchange of its common stock for shares of NVSL common stock held by persons other than NVSL MHC, all pursuant to a plan of conversion and subject to regulatory review and amendment in connection with such review as provided therein ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary the “Plan of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"Conversion”). The parties hereto intend that the Merger and the Bank Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended ("Code"), defined herein) for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and TRFC The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to NVSL’s willingness to enter into this Agreement, each of the members of the Board of Directors of SSE have entered into an agreement dated as of the date hereof, in the form of Exhibit A hereto, pursuant to which he (or she) will vote his (or her) shares of SSE Common Stock in favor of this Agreement and the transactions contemplated hereby. As a further condition and inducement to NVSL’s willingness to enter into this Agreement, NVSL Bank (as defined herein) has entered into an employment agreement with Xxxxxxx X. Xxxxx, Xx., Senior Vice President of SSE Bank (as defined herein), in the form of Exhibit B hereto, and an employment agreement with Xxxxx Xxxxxx, Senior Vice President and Chief Credit Officer of SSE Bank, in the form of Exhibit C hereto, which employment agreements will be effective upon the consummation of the Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows: