Common use of The Bank Merger Clause in Contracts

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the any applicable provisions of the National Bank Act Merger Act, as amended (12 U.S.C. 1828(c)), and the New Jersey Banking Act of 1948, as amended, and UNB any applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Parent’s Bank and UNB Company’s Bank and all of the property, rights, privileges, powers and franchises of each of the Parent’s Bank and UNB Company’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Parent’s Bank and UNB Company’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation, by-laws and bylaws other governing documents of UNB the Parent’s Bank shall become the articles certificate of association incorporation, by-laws and bylaws other governing documents of the Surviving Bank, the officers and employees of UNB and the officers and employees directors of the Surviving Corporation shall be the directors of the Surviving Bank, except that, prior to the Effective Time, Parent and Parent’s Bank shall take all such steps as are required to appoint the Appointed Directors to the Board of Directors of the Parent’s Bank as of the consummation of the Bank Merger (and Xxxxxxxxxxx Xxxxxx shall be appointed non-executive Vice Chairman of the Board of Directors of Parent Bank), each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Bank until their respective successors are duly elected or appointed and qualified, the executive officers of the Parent’s Bank shall be the executive officers of the Surviving Bank, and the employees of Parent’s Bank and the employees of the Company’s Bank shall be the employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with shall determine. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall Parent’s Bank to execute and deliver a separate merger agreement as agreed to by the Company and Parent (the "“Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto”), for delivery to the appropriate all applicable bank regulatory authorities agencies, for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB VNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and, to the extent applicable, New York Banking Law (the "NY Banking Law") and the regulations of the New Jersey York Department of Banking Act of 1948, as amended(the "Department"), and UNB VNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with Bank, with, in the case of directors, the additions from the directors of Raritan as specified hereinprovided for in Section 5.20 hereof. In connection with the execution of this Agreement, the Bank and UNB VNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency ("OCC") and the Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the any applicable provisions of the National Bank Act Merger Act, as amended (12 U.S.C. 1828(c)), and the New Jersey Banking Act of 1948, as amended, and UNB any applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Parent’s Bank and UNB Company’s Bank and all of the property, rights, privileges, powers and franchises of each of the Parent’s Bank and UNB Company’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Parent’s Bank and UNB Company’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation, by-laws and bylaws other governing documents of UNB the Parent’s Bank shall become the articles certificate of association incorporation, by-laws and bylaws other governing documents of the Surviving Bank, the officers and employees of UNB and the officers and employees directors of the Surviving Corporation shall be the directors of the Surviving Bank, except that, prior to the Effective Time, Parent and Parent’s Bank shall take all such steps as are required to appoint the Appointed Directors to the Board of Directors of the Parent’s Bank as of the consummation of the Bank Merger (and Cxxxxxxxxxx Xxxxxx shall be appointed non-executive Vice Chairman of the Board of Directors of Parent Bank), each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Bank until their respective successors are duly elected or appointed and qualified, the executive officers of the Parent’s Bank shall be the executive officers of the Surviving Bank, and the employees of Parent’s Bank and the employees of the Company’s Bank shall be the employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with shall determine. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall Parent’s Bank to execute and deliver a separate merger agreement as agreed to by the Company and Parent (the "“Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto”), for delivery to the appropriate all applicable bank regulatory authorities agencies, for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger"a) in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation As a result of the Bank Merger, the separate existence (i) each share of common stock of Community Bank of the Bank South, par value $5.00 per share, issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be cancelled and (ii) each share of capital stock of CharterBank, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time. For purposes of this Agreement, the Bank Merger shall become effective on the date and time specified in the articles of combination executed by the Office of the Comptroller of the Currency (the “OCC”) (such time when the Bank Merger becomes effective, the “Effective Time”). (b) At the Effective Time, the Surviving Bank shall be considered the same business and corporate entity as each of the Bank Merging Banks and UNB thereupon and thereafter all of the property, rights, privileges, powers and franchises of each of the Bank and UNB Merging Banks shall vest in the Surviving Bank and the Surviving Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB Merging Banks and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon The deposit-taking offices of Community Bank of the consummation South shall be operated by the Surviving Bank, and the savings accounts issued by Community Bank of the South shall be issued on the same terms by the Surviving Bank. In addition, any reference to either of the Merging Banks in any contract, will or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Bank if not inconsistent with the other provisions of the contract, will or document; and any pending action or other judicial proceeding to which either of the Merging Banks is a party shall not be deemed to have abated or to have been discontinued by reason of the Bank Merger, but may be prosecuted to final judgment, order or decree in the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of same manner as if the Bank shall be the officers and employees of Merger had not been made or the Surviving Bank with may be substituted as a party to such additions as the Board of Directors of UNB shall determineaction or proceeding, and the directors of UNB shall any judgment, order or decree may be the directors rendered for or against it that might have been rendered for or against either of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, Merging Banks if the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Mergerhad not occurred.

The Bank Merger. Immediately following the Effective Time, the Bank CB shall be merged with and into UNB VNB (the "“Bank Merger"”) in accordance with the provisions of the National Bank Act and and, to the extent applicable, New Jersey Banking Act of 1948, as amended1948 (the “Banking Act”) and the regulations of the New Jersey Department of Banking and Insurance (the “Department”), and UNB VNB shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Bank CB shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank CB and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank CB and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank CB and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank CB shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with Bank. Within two weeks of the additions from the directors date of Raritan as specified herein. In connection with the execution of this Agreement, Greater Community and Valley shall cause the Bank Boards of Directors of CB and UNB shall execute and deliver VNB, respectively to approve a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, annexed hereto, for delivery and cause the Bank Merger Agreement to be executed and delivered to the appropriate regulatory authorities Office of the Comptroller of the Currency (the “OCC”) and the Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Association shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act"). In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank Association shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Association and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Association and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Association and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws Bylaws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, the Association and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department") and the Federal Deposit Insurance Corporation (the "FDIC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB VNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the Act, New Jersey Banking Act of 1948, as amendedamended (the "NJ Banking Act") and/or the regulations of the New Jersey Department of Banking and Insurance ("Department"), and UNB VNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with the execution of this Agreement, the Bank and UNB VNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency ("OCC") and the Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Parent’s Bank shall be merged with and into UNB the Company’s Bank (the "“Bank Merger"”) in accordance with the any applicable provisions of the National Bank Act Merger Act, as amended (12 U.S.C. 1828(c)), and the New Jersey Banking Act of 1948, as amended, and UNB any applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Company’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Parent’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation, by-laws and bylaws other governing documents of UNB the Company’s Bank shall become the articles certificate of association incorporation, by-laws and bylaws other governing documents of the Surviving Bank, the directors of the Surviving Corporation shall be the directors of the Surviving Bank, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Bank until their respective successors are duly elected or appointed and qualified, the persons designated in Part II of Exhibit 1.11 annexed hereto shall be the executive officers of the Surviving Bank, and the employees of UNB Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with shall determine. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall Parent’s Bank to execute and deliver a separate merger agreement as agreed to by the Company and Parent (the "“Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto”), for delivery to the appropriate all applicable bank regulatory authorities agencies, for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Association shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act"). In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank Association shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Association and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Association and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Association and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws Bylaws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with Following the execution of this Agreement, the Association and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC"), and the Office of Thrift Supervision (the "OTS") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB VNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and Act, the New Jersey Banking Home Owners' Loan Act of 1948, as amended1933 ("HOLA") and/or the regulations of the office of Thrift Supervision ("OTS"), and UNB VNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB VNB and all of the property, rights, powers and franchises of each of the Bank and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with the additions one addition from the directors of Raritan Wayne as specified herein. In connection with the execution of this Agreement, the Bank and UNB VNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency ("OCC") and the OTS for approval of the Bank Merger.

The Bank Merger. Immediately following (a) Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, the Bank First Savings shall be merged with and into UNB (the "The Provident Bank Merger") in accordance with the provisions of the National Bank Act and pursuant to the New Jersey Banking Act of 1948, as amended, and UNB . The Provident Bank shall be the surviving bank Surviving Bank of the Bank Merger and shall continue to be governed by the New Jersey Banking Act of 1948, as amended. (the "Surviving Bank"). Upon the consummation b) As a result of the Bank Merger, (i) each share of common stock, par value $2.00 per share, of First Savings issued and outstanding immediately prior to the separate existence Effective Time shall be canceled and (ii) each share of common stock, par value $2.00 per share, of The Provident Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank shall cease issued and outstanding immediately after the Effective Time. (c) At the Effective Time, the Surviving Bank shall be considered the same business and corporate entity as each of the Bank Merging Banks and UNB thereupon and thereafter all of the property, rights, privileges, powers and franchises of each of the Bank and UNB Merging Banks shall vest in the Surviving Bank and the Surviving Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB Merging Banks and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon The deposit-taking offices of First Savings shall be operated by the consummation Surviving Bank. In addition, any reference to either of the Merging Banks in any contract, will or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Bank if not inconsistent with the other provisions of the contract, will or document; and any pending action or other judicial proceeding to which either of the Merging Banks is a party shall not be deemed to have abated or to have been discontinued by reason of the Bank Merger, but may be prosecuted to final judgment, order or decree in the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of same manner as if the Bank shall be the officers and employees of Merger had not been made or the Surviving Bank with may be substituted as a party to such additions as the Board of Directors of UNB shall determineaction or proceeding, and the directors of UNB shall any judgment, order or decree may be the directors rendered for or against it that might have been rendered for or against either of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, Merging Banks if the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Mergerhad not occurred.

The Bank Merger. (a) Immediately following after but essentially concurrently with the Effective TimeMerger, and pursuant to the laws of the State of Nevada, and subject to the terms and conditions of this Agreement, at the time that the Bank Articles of Merger become effective, FSB and Bank (sometimes collectively referred to herein as the "MERGING BANKS") shall consummate the Bank Merger pursuant to which (a) the Bank shall be merged with and into UNB (the "Bank Merger") in accordance FSB, immediately after but essentially concurrently with the provisions of the National Bank Act Merger, and the New Jersey Banking Act separate corporate existence of 1948, as amended, and UNB Bank shall thereupon cease; (b) FSB shall be the successor or surviving bank in the Merger and shall continue to be governed by the laws of the State of Nevada (sometimes referred to herein as the "Surviving BankSURVIVING BANK"). Upon ; and (c) the consummation separate corporate existence of FSB with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Bank Merger, the separate existence of the Bank shall cease and except as set forth in this Article II. FSB, as the Surviving Bank Bank, shall be considered thereupon and thereafter possess all the same business and corporate entity as each of the Bank and UNB and all of the propertyrights, rightsprivileges, powers and franchises franchises, of each a public as well as a private nature, and shall be subject to all restrictions, disabilities and duties of the Bank Merging Banks, and UNB shall vest all property, real, personal and mixed and all debts due to the Merging Banks on whatever account, including subscriptions for shares and all other things in action or belonging to the Surviving Bank and the Surviving Bank Merging Banks shall be taken and deemed to have assumed be vested in FSB without further act or deed. FSB shall thenceforth be responsible for all of the debts, liabilities, obligations liabilities and duties of each of the Bank Merging Banks and UNB and shall have succeeded may be prosecuted to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent judgment as if such propertythe Bank Merger had not taken place, rights, privileges, powers, franchises, debts, obligations, duties or FSB may be substituted in place of the Merging Banks and relationships had been originally acquired, incurred or entered into neither the rights of creditors nor any liens upon any property of either shall be impaired by the Surviving Bank. Upon Bank Merger. (b) As of the consummation effective time of the Bank Merger, the articles of association and bylaws incorporation of UNB FSB as in effect immediately prior to the Bank Merger shall become be the articles of association incorporation of the Surviving Bank without amendment until thereafter amended as provided by law and such articles of incorporation. As of the effective time of the Bank Merger, the bylaws of FSB as in effect immediately prior to the Bank Merger shall be the bylaws of the Surviving Bank, the officers Bank without amendment until thereafter amended as provided by law and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Mergerbylaws.

The Bank Merger. Immediately following the Effective Time, the Bank Community shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act") and the National Bank Act. In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"), except that at the Effective Time, the business of Community shall be operated as a division of the Surviving Bank named "Community National division of Xxxxxx United Bank" or such other similar name agreed to by the parties hereto (the "New Division"). Upon the consummation of the Bank Merger, the separate existence of the Bank Community shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of Community and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of Community and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of Community and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, Community and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Comptroller of the Currency (the "OCC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Dime shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of Section 36a-125 of the National Banking Law of Connecticut (the "Banking Act"). In the Bank Act and Merger, the New Jersey Banking Act of 1948, as amended, and UNB Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank Dime shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Dime and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Dime and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Dime and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, the Dime and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the Connecticut Department of Banking (the "Department") and the Federal Deposit Insurance Corporation (the "FDIC") for approval of the Bank Merger.

The Bank Merger. Immediately following (a) Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, the Bank DCB shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions BNB pursuant to applicable regulations of the National Bank Act Board of Governors of the Federal Reserve System (“FRB”) and the New Jersey Banking Act York State Department of 1948, as amended, Financial Services (“NYSDFS”) and UNB the laws of the United States of America and the State of New York. BNB shall be the surviving bank Surviving Institution of the Bank Merger under the corporate name “Dime Community Bank” and shall continue to be governed by FRB and NYSDFS regulations and the laws of the United States of America and the State of New York. (the "Surviving Bank"). Upon the consummation b) As a result of the Bank Merger, (i) each share of common stock stock of DCB issued and outstanding immediately prior to the separate existence Effective Time shall be canceled, and (ii) each share of common stock, par value $0.01 per share, of BNB issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Bank shall cease Surviving Institution issued and outstanding immediately after the Effective Time. (c) At the Effective Time, the Surviving Bank Institution shall be considered the same business and corporate entity as each of the Bank Merging Banks and UNB thereupon and thereafter all of the property, rights, powers and franchises of each of the Bank and UNB Merging Banks shall vest in the Surviving Bank Institution and the Surviving Bank Institution shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB Merging Banks and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships relationship had been originally acquired, incurred or entered into by the Surviving BankInstitution. Upon The deposit taking offices of DCB shall be operated by the consummation Surviving Institution. In addition, any reference to either of the Merging Banks in any contract, will or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Institution if not inconsistent with the other provisions of the contract, will or document; and any pending, action or other judicial proceeding to which either of the Merging Banks is a party shall not be deemed to have abated or to have been discontinued by reason of the Bank Merger, but may be prosecuted to final judgment, order or decree in the articles of association same manner as if the Bank Merger had not been made or the Surviving Institution may be substituted as a party to such action or proceeding, and bylaws of UNB shall become the articles of association and bylaws any judgment, order or decree may be rendered for or against it that might have been rendered for or against either of the Surviving Bank, the officers and employees of UNB and the officers and employees of Merging Banks if the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Mergerhad not occurred.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger"a) in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation As a result of the Bank Merger, (i) each share of common stock of Calumet Bank, par value $5.00 per share, issued and outstanding immediately prior to the separate existence Effective Time shall cease to be outstanding and shall be cancelled and (ii) each share of capital stock of Colony Bank, par value $10.00 per share, issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time. For purposes of this Agreement, the Bank Merger shall cease become effective on the date and time the Articles of Merger (“Articles of Merger”) reflecting the Bank Merger shall become effective with the Secretary of State of the State of Georgia (the “Effective Time”). (b) At the Effective Time, the Surviving Bank shall be considered the same business and corporate entity as each of the Bank Merging Banks and UNB thereupon and thereafter all of the property, rights, privileges, powers and franchises of each of the Bank and UNB Merging Banks shall vest in the Surviving Bank and the Surviving Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB Merging Banks and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon In addition, any reference to either of the consummation Merging Banks in any contract, will or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Bank if not inconsistent with the other provisions of the contract, will or document; and any pending action or other judicial proceeding to which either of the Merging Banks is a party shall not be deemed to have abated or to have been discontinued by reason of the Bank Merger, but may be prosecuted to final judgment, order or decree in the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of same manner as if the Bank shall be the officers and employees of Merger had not been made or the Surviving Bank with may be substituted as a party to such additions as the Board of Directors of UNB shall determineaction or proceeding, and the directors of UNB shall any judgment, order or decree may be the directors rendered for or against it that might have been rendered for or against either of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, Merging Banks if the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Mergerhad not occurred.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank, together with Exxxxx X. Deutsch and Txxxxx X. Xxxxxx (or if either such person is unable or unwilling to serve, such other person or persons from among the current members of the Board of Directors of the Company as Parent shall designate), shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank FAMNB shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act") and applicable federal law. In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank FAMNB shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of FAMNB and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of FAMNB and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of FAMNB and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws Bylaws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with Following the execution of this Agreement, FAMNB and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), in form and substance reasonably satisfactory to the parties hereto, as substantially the form of set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Comptroller of the Currency (the "OCC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank, together with Xxxxxx X. Deutsch and Xxxxxx X. Xxxxxx (or if either such person is unable or unwilling to serve, such other person or persons from among the current members of the Board of Directors of the Company as Parent shall designate), shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. Immediately following (a) Subject to the terms and conditions set forth in Holdco Merger Agreement, at the Effective Time, the CVLY Bank shall be merged with and into UNB (ORRF Bank pursuant to federal law and the "Bank Merger") in accordance with the provisions laws of the National Commonwealth of Pennsylvania. ORRF Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank Surviving Bank of the Bank Merger and shall continue to be governed by the laws of the Commonwealth of Pennsylvania. (the "Surviving Bank"). Upon the consummation b) As a result of the Bank Merger, (i) each share of common stock of CVLY Bank issued and outstanding immediately prior to the separate existence Effective Time shall be canceled, and (ii) each share of common stock of ORRF Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank shall cease issued and outstanding immediately after the Effective Time. (c) At the Effective Time, the Surviving Bank shall be considered the same business and corporate entity as each of the Bank Merging Banks and UNB thereupon and thereafter all of the property, rights, powers powers, and franchises of each of the Bank and UNB Merging Banks shall vest in the Surviving Bank Bank, and the Surviving Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations obligations, liquidation accounts, and duties of each of the Bank and UNB Merging Banks and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties duties, and relationships had been originally acquired, incurred incurred, or entered into by the Surviving Bank. Upon The deposit taking offices of CVLY Bank shall be operated by the consummation Surviving Bank. In addition, any reference to either of the Merging Banks in any contract, will, or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Bank if not inconsistent with the other provisions of the contract, will, or document; and any pending action or other judicial proceeding to which either of the Merging Banks is a party shall not be deemed to have abated or to have been discontinued by reason of the Bank Merger, but may be prosecuted to final judgment, order, or decree in the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of same manner as if the Bank shall be the officers and employees of Merger had not been made or the Surviving Bank with may be substituted as a party to such additions as the Board of Directors of UNB shall determineaction or proceeding, and the directors of UNB shall any judgment, order, or decree may be the directors rendered for or against it that might have been rendered for or against either of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, Merging Banks if the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Mergerhad not occurred.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB UTB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended and the National Bank Merger Act, as amended, and UNB UTB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB UTB and all of the property, rights, powers and franchises of each of the Bank and UNB UTB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB UTB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws of UNB UTB shall become the articles certificate of association incorporation and bylaws of the Surviving Bank, the officers and employees of UNB UTB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB UTB shall determine, and the directors of UNB UTB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Vista as specified herein. In connection with the execution of this Agreement, the Bank and UNB UTB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank SSB shall be merged with and into UNB VNB (the "“Bank Merger"”) in accordance with the provisions of the National Bank Act and and, to the extent applicable, New Jersey Banking Act of 1948, as amended1948 (the “Banking Act”) and the regulations of the New Jersey Department of Banking and Insurance (the “Department”), and UNB VNB shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Bank SSB shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank SSB and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank SSB and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank SSB and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank SSB shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with the execution of this Agreement, the Bank SSB and UNB VNB shall execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency (the “OCC”) and the Department for approval of the Bank Merger.. 2

The Bank Merger. Immediately following the Effective Time, the Bank Dime shall be then merged with and into UNB the Bank (the "Bank MergerBANK MERGER") in accordance with the provisions of Section 36a-125 of the National Banking Law of Connecticut (the "BANKING ACT"). In the Bank Act and Merger, the New Jersey Banking Act of 1948, as amended, and UNB Bank shall be the surviving bank (the "Surviving BankSURVIVING BANK"). Upon the consummation of the Bank Merger, the separate existence of the Bank Dime shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Dime and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Dime and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Dime and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, the Dime and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger AgreementBANK MERGER AGREEMENT") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of Exhibit A, annexed as set forth in EXHIBIT 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the Connecticut Department of Banking (the "DEPARTMENT") and the Federal Deposit Insurance Corporation (the "FDIC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company Bank shall be merged with and into UNB (the "Buyer Bank Merger") in accordance with the provisions of Section 18(c) of the National Federal Deposit Insurance Act, as amended (12 U.S.C. § 1828(c)) (the “Bank Act Merger Act”) and the New Jersey Banking Act of 1948, as amended, and UNB the regulations of the New Jersey Department of Banking and Insurance (the “NJDOBI”), and Buyer Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company Bank and UNB Buyer Bank and all of the property, rights, privileges, powers and franchises of each of the Company Bank and UNB Buyer Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company Bank and UNB Buyer Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles Certificate of association Incorporation and bylaws Bylaws of UNB Buyer Bank shall become be the articles Certificate of association Incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Buyer Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB Buyer Bank shall determine, and the . The directors of UNB the Surviving Bank at and after the Effective Time shall be the directors of Buyer Bank in office immediately prior to the Surviving Bank with Effective Time plus the additions from the directors of Raritan Director Designee as specified herein. In connection with the execution set forth in Section 5.26 of this Agreement, the . The Company and Buyer shall cause Company Bank and UNB shall Buyer Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of set forth as Exhibit A, B annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the NJDOBI for approval of the Bank Merger. Buyer and the Company agree to take all action necessary and appropriate in connection with the foregoing, including (i) causing Buyer Bank and Company Bank to enter into the Bank Merger Agreement and (ii) approving the Bank Merger Agreement and the Bank Merger, as the sole shareholders of Buyer Bank and Company Bank, respectively, and causing Company Bank to merge with and into Buyer Bank immediately following the Effective Time.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948Law and the New York Banking Law, as amended, and UNB the regulations of the New Jersey Department and the New York State Department of Financial Services (the “DFS”), and Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB Parent’s Bank shall determine, and the directors of UNB Parent’s Bank shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC, the New Jersey Department and the DFS for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank, together with the Company Designee(s), shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger"a) in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation As a result of the Bank Merger, (i) each share of common stock of RB, par value $[●] per share, issued and outstanding immediately prior to the separate existence Effective Time shall cease to be outstanding and shall be cancelled and (ii) each share of capital stock of CharterBank, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time. For purposes of this Agreement, the Bank Merger shall cease become effective on the date and time specified in the articles of combination executed by the Office of the Comptroller of the Currency (the “OCC”) (such time when the Bank Merger becomes effective, the “Effective Time”). (b) At the Effective Time, the Surviving Bank shall be considered the same business and corporate entity as each of the Bank Merging Banks and UNB thereupon and thereafter all of the property, rights, privileges, powers and franchises of each of the Bank and UNB Merging Banks shall vest in the Surviving Bank and the Surviving Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB Merging Banks and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon The deposit-taking offices of RB shall be operated by the consummation Surviving Bank, and the savings accounts issued by RB shall be issued on the same terms by the Surviving Bank. In addition, any reference to either of the Merging Banks in any contract, will or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Bank if not inconsistent with the other provisions of the contract, will or document; and any pending action or other judicial proceeding to which either of the Merging Banks is a party shall not be deemed to have abated or to have been discontinued by reason of the Bank Merger, but may be prosecuted to final judgment, order or decree in the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of same manner as if the Bank shall be the officers and employees of Merger had not been made or the Surviving Bank with may be substituted as a party to such additions as the Board of Directors of UNB shall determineaction or proceeding, and the directors of UNB shall any judgment, order or decree may be the directors rendered for or against it that might have been rendered for or against either of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, Merging Banks if the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Mergerhad not occurred.

The Bank Merger. Immediately following the Effective Time, the Bank Community shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act") and the National Bank Act. In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"), except that at the Effective Time, the business of Community shall be operated as a division of the Surviving Bank named "Community National division of Hudson United Bank" or such other similar name agrexx xx by the parties hereto (the "New Division"). Upon the consummation of the Bank Merger, the separate existence of the Bank Community shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of Community and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of Community and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of Community and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, Community and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Comptroller of the Currency (the "OCC") for approval of the Bank Merger.