Related to Stock Merger Exchange Fund

Exchange Fund shall have the meaning set forth in Section 3.2(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Company Merger has the meaning specified in the Recitals hereto.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Base Merger Consideration means $1,200,000,000.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
First Merger has the meaning set forth in the Recitals.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Class B Common Shares means the Class B Convertible Voting Common Shares of the Company, par value $1.00 per share.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Merger Consideration has the meaning set forth in Section 2.1(a).
Common Share Reorganization has the meaning set forth in Section 4.1;
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

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