Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Merger, SunTrust Bank, a Georgia-chartered bank and wholly-owned Subsidiary of SunTrust (“SunTrust Subsidiary Bank”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”). BB&T Subsidiary Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of SunTrust Subsidiary Bank shall cease. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to the Bank Merger (the “Bank Merger Agreement”). Each of BB&T and a wholly owned subsidiary of SunTrust shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder of BB&T Subsidiary Bank and SunTrust Subsidiary Bank, respectively, and BB&T and SunTrust shall, and shall cause BB&T Subsidiary Bank and SunTrust Subsidiary Bank, respectively, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately following Simultaneously with the Merger, SunTrust Whitney National Bank, a Georgia-chartered bank national banking association and wholly-a wholly owned Subsidiary subsidiary of SunTrust Company (“SunTrust Subsidiary BankBank Subsidiary”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”) with and into Xxxxxxx Bank of Louisiana, a Louisiana banking organization and wholly owned subsidiary of Purchaser (“Purchaser Bank”). BB&T Subsidiary Purchaser Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Whitney Bank”, and, following the Bank Merger, the separate corporate existence of SunTrust Bank Subsidiary Bank shall cease. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by Purchaser and approved by Company, such approval not to be unreasonably withheld or delayed (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary of SunTrust applications for regulatory approval: (i) Company shall cause Subsidiary Bank to approve the Bank Merger Agreement and the Bank Merger Subsidiary Plan of Merger, Company, as the sole shareholder of BB&T Subsidiary Bank, shall approve the Subsidiary Plan of Merger and Company shall cause the Subsidiary Plan of Merger to be duly executed by Subsidiary Bank and SunTrust delivered to Purchaser and (ii) Purchaser shall cause Purchaser Bank to approve the Subsidiary Plan of Merger, Purchaser, as the sole shareholder of Purchaser Bank, shall approve the Subsidiary Plan of Merger and Purchaser shall cause Purchaser Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Effective Time, Company shall cause Subsidiary Bank, respectively, and BB&T and SunTrust shall, and Purchaser shall cause BB&T Subsidiary Bank and SunTrust Subsidiary Purchaser Bank, respectively, to, to execute such certificates or of merger and articles of merger combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with the Effective Time. The Bank Merger parties shall become effective at such time take all appropriate action so that, as of the Effective Time and date as specified in the Bank Merger Agreement subject to and in accordance with applicable lawthe organizational documents of Purchaser Bank, or at such other time as the number of directors constituting the Board of Directors of Purchaser Bank shall be provided increased to 12 and 5 individuals who are currently directors of Company and who are mutually selected by applicable lawPurchaser and Company at least 10 Business Days prior to the date on which the Joint Proxy Statement (as hereinafter defined) is first mailed to the shareholders of either Company or Purchaser shall be appointed as directors of Purchaser Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Company, then a successor to such individual who is currently an independent director of Company shall be mutually selected by Company and Purchaser and shall be duly appointed to the Board of Directors of Purchaser Bank as of the Effective Time pursuant to this Section 1.8.

Bank Merger. Immediately following the Merger, SunTrust BankBankTrust, an Alabama banking corporation and a Georgia-chartered bank and wholly-wholly owned Subsidiary of SunTrust Target (“SunTrust Subsidiary Target Bank”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”) with and into Trustmark National Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). BB&T Subsidiary Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following the Bank Merger, the separate corporate existence of SunTrust Subsidiary Target Bank shall cease. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary of SunTrust applications for regulatory approval: (i) Target shall cause Target Bank to approve the Bank Merger Agreement and the Bank Merger Subsidiary Plan of Merger, Target, as the sole shareholder of BB&T Target Bank, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank and SunTrust delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, respectivelyshall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and BB&T and SunTrust shall, and Buyer shall cause BB&T Subsidiary Bank and SunTrust Subsidiary Buyer Bank, respectively, to, to execute such articles or certificates or of merger and articles of merger combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with the Effective Time. The Bank Merger parties shall become effective at such time take all appropriate action so that, as of the Effective Time and date as specified in the Bank Merger Agreement subject to and in accordance with applicable lawthe organizational documents of Buyer Bank, or two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at such other time least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be provided appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by applicable lawTarget and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

Bank Merger. (a) Immediately following the Merger, SunTrust Great Western Bank, a Georgia-South Dakota state chartered bank and wholly-a wholly owned Subsidiary of SunTrust GWB (“SunTrust GWB Subsidiary Bank”), will merge with and into Branch Banking and Trust CompanyFirst Interstate Bank, a North CarolinaMontana-chartered commercial bank and wholly-a wholly owned Subsidiary of BB&T FIBK (“BB&T FIBK Subsidiary Bank”) (the “Bank Merger”). BB&T FIBK Subsidiary Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of SunTrust GWB Subsidiary Bank shall cease. Promptly after the date of this Agreement, BB&T GWB Subsidiary Bank and SunTrust FIBK Subsidiary Bank will shall enter into an agreement and plan of merger in substantially the form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to the Bank Merger set forth in Exhibit C (the “Bank Merger Agreement”). Each The Board of BB&T Directors of each of GWB Subsidiary Bank and a wholly owned subsidiary FIBK Subsidiary Bank shall approve the Bank Merger Agreement, and each of SunTrust GWB and FIBK shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder of BB&T GWB Subsidiary Bank and SunTrust FIBK Subsidiary Bank, respectively, and BB&T GWB and SunTrust FIBK shall, and shall cause BB&T GWB Subsidiary Bank and SunTrust FIBK Subsidiary Bank, respectively, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately following Concurrently with the Merger, SunTrust Beneficial Bank, a Georgia-chartered bank and wholly-owned Subsidiary of SunTrust (“SunTrust Subsidiary Bank”), will merge with and into Branch Banking and Trust CompanyWSFS Bank, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary with WSFS Bank as the Surviving Bank”) (the “Bank Merger”). BB&T Subsidiary Bank shall be the surviving entity in the Bank Merger and, following Following the Bank Merger, the separate corporate existence of SunTrust Subsidiary Beneficial Bank shall ceaseterminate. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The Parties agree that the Bank Merger shall become effective concurrently with the Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of Exhibit D (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary applications for regulatory approval of SunTrust the Bank Merger: (i) Beneficial shall cause the board of directors of Beneficial Bank to approve the Subsidiary Plan of Merger, Beneficial, as the sole stockholder of Beneficial Bank, shall approve the Subsidiary Plan of Merger and Beneficial shall cause the Subsidiary Plan of Merger to be duly executed by Beneficial Bank Merger Agreement and delivered to WSFS and (ii) WSFS shall cause the board of directors of WSFS Bank Merger to approve the Subsidiary Plan of Merger, WSFS, as the sole shareholder stockholder of BB&T WSFS Bank, shall approve the Subsidiary Plan of Merger and WSFS shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Bank and SunTrust Subsidiary delivered to Beneficial. Prior to the Effective Time, Beneficial shall cause Beneficial Bank, respectively, and BB&T and SunTrust shall, and WSFS shall cause BB&T Subsidiary Bank and SunTrust Subsidiary WSFS Bank, respectivelyto execute and file applicable articles or certificates of merger, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following concurrently with the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable lawMerger.

Bank Merger. Immediately (a) On the day immediately following the MergerClosing Date, SunTrust UMB shall cause HTLF Bank (“HTLF Subsidiary Bank”) to be merged with and into UMB Bank, National Association, a Georgia-chartered national bank and wholly-a wholly owned Subsidiary of SunTrust UMB (“SunTrust Subsidiary Bank”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T UMB Subsidiary Bank”) (the “Bank Merger”). BB&T UMB Subsidiary Bank shall be the surviving entity in of the Bank Merger and, following the Bank Merger, the separate corporate existence of SunTrust HTLF Subsidiary Bank shall cease. Promptly after the date of this Agreement, BB&T HTLF Subsidiary Bank and SunTrust Subsidiary Bank will shall enter into an agreement and plan of merger with UMB Subsidiary Bank in substantially the form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to the Bank Merger set forth in Exhibit C (the “Bank Merger Agreement”). Each The Board of BB&T Directors of HTLF Subsidiary Bank and a wholly owned subsidiary the Board of SunTrust Directors of UMB Subsidiary Bank shall approve the Bank Merger Agreement, and each of HTLF and UMB shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder shareholders of BB&T HTLF Subsidiary Bank and SunTrust UMB Subsidiary Bank, respectively, and BB&T HTLF and SunTrust UMB shall, and shall cause BB&T HTLF Subsidiary Bank and SunTrust UMB Subsidiary Bank, respectively, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) as of the day immediately following the Effective TimeClosing Date. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately following Simultaneously with the Merger, SunTrust Greater Delaware Valley Savings Bank D/B/A Alliance Bank, a GeorgiaPennsylvania-chartered savings bank and wholly-a wholly owned Subsidiary of SunTrust Alliance (“SunTrust Subsidiary Alliance Bank”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”) with and into Wilmington Savings Fund Society, FSB, a federal savings bank and wholly owned Subsidiary of WSFS (“WSFS Bank”). BB&T Subsidiary WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of SunTrust Subsidiary Alliance Bank shall ceaseterminate. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary of SunTrust applications for regulatory approval: (i) Alliance shall cause Alliance Bank to approve the Bank Merger Agreement and the Bank Merger Subsidiary Plan of Merger, Alliance, as the sole shareholder of BB&T Alliance Bank, shall approve the Subsidiary Plan of Merger and Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Alliance Bank and SunTrust delivered to WSFS and (ii) WSFS shall cause WSFS Bank to approve the Subsidiary Plan of Merger, WSFS, as the sole stockholder of WSFS Bank, respectivelyshall approve the Subsidiary Plan of Merger and WSFS shall cause WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to Alliance. Prior to the Effective Time, Alliance shall cause Alliance Bank, and BB&T and SunTrust shall, and WSFS shall cause BB&T Subsidiary Bank and SunTrust Subsidiary WSFS Bank, respectively, to, to execute certificates or such articles of combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately On the Closing Date and immediately following the MergerEffective Time, SunTrust BankSouthwest Securities, FSB, a Georgia-federally chartered savings bank and a wholly-owned Subsidiary subsidiary of SunTrust (“SunTrust Subsidiary Bank”)Company, will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”)) with and into PlainsCapital Bank, a Texas banking association and an indirect wholly-owned subsidiary of Purchaser. BB&T Subsidiary PlainsCapital Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name PlainsCapital Bank, and, following the Bank Merger, the separate corporate existence of SunTrust Subsidiary Bank Southwest Securities, FSB shall cease. Promptly The parties agree that the Bank Merger shall become effective immediately after the date of this Agreement, BB&T Subsidiary Effective Time. The Bank and SunTrust Subsidiary Bank will enter into Merger shall be implemented pursuant to an agreement and plan of merger merger, in a form to be specified by Purchaser and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar reasonably acceptable to the Bank Merger Company (the “Bank Merger Agreement”). Each In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of BB&T applications for regulatory approval: (i) Company shall cause Southwest Securities, FSB to adopt the Bank Merger Agreement, Company, as the sole shareholder of Southwest Securities, FSB, shall approve the Bank Merger Agreement, and a wholly owned subsidiary Company shall cause the Bank Merger Agreement to be duly executed by Southwest Securities, FSB and delivered to PlainsCapital Bank and (ii) Purchaser shall cause PlainsCapital Bank to adopt the Bank Merger Agreement, Purchaser shall cause PlainsCapital Corporation, as the sole shareholder of SunTrust shall PlainsCapital Bank, to approve the Bank Merger Agreement and Purchaser shall cause the Bank Merger as the sole shareholder of BB&T Subsidiary Agreement to be duly executed by PlainsCapital Bank and SunTrust Subsidiary delivered to Southwest Securities, FSB. Company shall cause Southwest Securities, FSB, and Purchaser shall cause PlainsCapital Bank, respectively, to execute such certificates of merger and BB&T and SunTrust shall, and shall cause BB&T Subsidiary Bank and SunTrust Subsidiary Bank, respectively, to, execute certificates or articles of merger combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Purchaser and Company) as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately At the Effective Time and immediately following the Company Merger, SunTrust BankFirst Federal Savings Bank of Xxxxxx ("First Federal"), a Georgia-federally chartered savings bank and wholly owned Subsidiary of Xxxxxx, shall be merged with and into Mutual Federal Savings Bank ("Mutual First Bank"), a federally chartered savings bank and wholly-owned Subsidiary of SunTrust (“SunTrust Subsidiary Bank”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (Mutual First. Such merger is hereinafter sometimes referred to as the “"Bank Merger”)". BB&T Subsidiary The Bank Merger shall be implemented pursuant to Subsidiary Plan of Merger, in substantially the surviving entity in form of Exhibit A. In order to obtain the Bank Merger and, following necessary state and federal regulatory approvals for the Bank Merger, the separate corporate existence of SunTrust Subsidiary Bank parties hereto shall cease. Promptly after cause the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall following to be customary for mergers similar accomplished prior to the filing of applications for regulatory approval: Xxxxxx shall cause the Board of Directors of First Federal to approve Subsidiary Plan of Merger, Xxxxxx as the sole stockholder of First Federal shall approve Subsidiary Plan of Merger, and Xxxxxx shall cause Subsidiary Plan of Merger to be duly executed by First Federal and delivered to Mutual First. Mutual First shall cause the Board of Directors of Mutual First Bank Merger (to approve The Subsidiary Plan of Merger, Mutual First as the “sole stockholder of Mutual First Bank Merger Agreement”). Each of BB&T and a wholly owned subsidiary of SunTrust shall approve the Bank Subsidiary Plan of Merger, and Mutual First shall cause the Subsidiary Plan of Merger Agreement and the Bank Merger as the sole shareholder of BB&T Subsidiary to be duly executed by Mutual First Bank and SunTrust Subsidiary Bankdelivered to Xxxxxx. Prior to the Effective Time, respectively, and BB&T and SunTrust shall, and Xxxxxx shall cause BB&T Subsidiary First Federal and Mutual First shall cause Mutual First Bank and SunTrust Subsidiary Bank, respectively, to, to execute certificates or such articles of merger and such other documents and certificates combination as are necessary to make effective the Bank Merger effective (“Bank Merger Certificates”) immediately following and cause such documents to be timely and appropriately filed and endorsed, where required, by the Effective Time. The OTS so that the Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable lawEffective Time.

Bank Merger. Immediately following the Merger, SunTrust CommunityBank of Texas, National Association, a federally-chartered national association and wholly-owned Subsidiary of CBTX (“CBTX Subsidiary Bank”), will merge (the “Bank Merger”) with and into Allegiance Bank, a GeorgiaTexas-chartered state bank and wholly-owned Subsidiary of SunTrust Allegiance (“SunTrust Allegiance Subsidiary Bank”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”). BB&T Allegiance Subsidiary Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of SunTrust CBTX Subsidiary Bank shall cease. Promptly after the date of this Agreement, BB&T Allegiance Subsidiary Bank and SunTrust CBTX Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T Allegiance and SunTrustCBTX, which shall be customary for mergers similar to the Bank Merger (the “Bank Merger Agreement”). Each of BB&T Allegiance and a wholly owned subsidiary of SunTrust CBTX shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder of BB&T Allegiance Subsidiary Bank and SunTrust CBTX Subsidiary Bank, respectively, and BB&T Allegiance and SunTrust CBTX shall, and shall cause BB&T Allegiance Subsidiary Bank and SunTrust CBTX Subsidiary Bank, respectively, to, execute certificates or articles Articles of merger Merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately following Simultaneously with the Merger, SunTrust Bryn Mawr Bank, a Georgia-chartered bank and wholly-owned Subsidiary of SunTrust (“SunTrust Subsidiary Bank”), will merge with and into Branch Banking and Trust CompanyWSFS Bank, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary with WSFS Bank as the Surviving Bank”) (the “Bank Merger”). BB&T Subsidiary Bank shall be the surviving entity in the Bank Merger and, following Following the Bank Merger, the separate corporate existence of SunTrust Subsidiary Bryn Mawr Bank shall ceaseterminate. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The Parties agree that the Bank Merger shall become effective simultaneously with the Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of Exhibit C (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary applications for regulatory approval of SunTrust the Bank Merger: (i) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve the Bank Merger Agreement Subsidiary Plan of Merger, and the Bank Merger Bryn Mawr, as the sole shareholder of BB&T Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Bank and SunTrust delivered to WSFS; (ii) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve the conversion of Bryn Mawr Bank to a federal savings bank immediately prior to the Effective Time (the “Charter Conversion”) and to file an application for the Charter Conversion with the Office of the Comptroller of the Currency (the “OCC”); and (iii) WSFS shall cause the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, and WSFS, as the sole stockholder of WSFS Bank, respectivelyshall approve the Subsidiary Plan of Merger and WSFS shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn Mawr. Prior to the Effective Time, Bryn Mawr shall cause Bryn Mawr Bank, and BB&T and SunTrust shall, and WSFS shall cause BB&T Subsidiary Bank and SunTrust Subsidiary WSFS Bank, respectivelyto execute and file applicable articles or certificates of merger, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable lawMerger.

Bank Merger. Immediately following the consummation of the Second Merger, SunTrust FSB Bank, a Georgia-chartered bank and wholly-owned Subsidiary of SunTrust (“SunTrust Subsidiary Bank”), will merge with and into Branch Banking and Trust CompanyXxxxx Bank, a North Carolina-chartered commercial with Xxxxx Bank as the surviving bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (sometimes referred to in such capacity as the “Bank MergerSurviving Bank”). BB&T Subsidiary Bank shall be the surviving entity in the Bank Merger and, following Following the Bank Merger, the separate corporate existence of SunTrust Subsidiary FSB Bank shall ceaseterminate. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The Parties agree that the Bank Merger shall become effective immediately following the effective time of the Second Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit B hereto (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary applications for regulatory approval of SunTrust the Bank Merger: (i) FSB shall cause FSB Bank to approve the Subsidiary Plan of Merger, FSB, as the sole stockholder of FSB Bank, shall approve the Subsidiary Plan of Merger and FSB shall cause the Subsidiary Plan of Merger to be duly executed by FSB Bank Merger Agreement and delivered to Xxxxx and (ii) Xxxxx shall cause Xxxxx Bank to approve the Bank Merger Subsidiary Plan of Merger, Xxxxx, as the sole shareholder of BB&T Xxxxx Bank, shall approve the Subsidiary Plan of Merger and Xxxxx shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxx Bank and SunTrust Subsidiary delivered to FSB. Prior to the Effective Time, FSB shall cause FSB Bank, respectively, and BB&T and SunTrust shall, and Xxxxx shall cause BB&T Subsidiary Bank and SunTrust Subsidiary Xxxxx Bank, respectivelyto execute and file such applicable articles or certificates of merger, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable lawSecond Merger.

Bank Merger. Immediately following the Merger, SunTrust Broadway Federal Bank, a Georgia-chartered bank f.s.b., and wholly-wholly owned Subsidiary of SunTrust BYFC (“SunTrust BYFC Subsidiary Bank”), will merge with and into Branch Banking and Trust CompanyCity First Bank of D.C., National Association, a North Carolina-chartered commercial bank national banking association and wholly-wholly owned Subsidiary of BB&T CFB (“BB&T CFB Subsidiary Bank”) (the “Bank Merger”). BB&T CFB Subsidiary Bank shall be the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of SunTrust BYFC Subsidiary Bank shall cease. In connection with the Bank Merger, CFB, in its capacity as the sole shareholder of the CFB Subsidiary Bank, shall, and shall cause CFB Subsidiary Bank to, take all actions necessary to amend the CFB Subsidiary Bank’s articles of incorporation to change its name as mutually agreed to by the parties and to amend its bylaws and take such other actions as necessary to effect Section 6.11 hereof. Promptly after the date of this Agreement, BB&T CFB and BYFC shall cause CFB Subsidiary Bank and SunTrust BYFC Subsidiary Bank will Bank, respectively, to enter into an agreement and plan of merger in form and substance agreed by BB&T CFB and SunTrustBYFC, which shall be customary for mergers similar to the Bank Merger (the “Bank Merger Agreement”). Each of BB&T CFB and a wholly owned subsidiary of SunTrust BYFC shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder stockholder of BB&T CFB Subsidiary Bank and SunTrust BYFC Subsidiary Bank, respectively, and BB&T CFB and SunTrust BYFC shall, and shall cause BB&T CFB Subsidiary Bank and SunTrust BYFC Subsidiary Bank, respectively, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately following Simultaneously with the Merger, SunTrust Penn Liberty Bank, a GeorgiaPennsylvania-chartered bank and wholly-a wholly owned Subsidiary of SunTrust PLFC (“SunTrust Subsidiary PLFC Bank”), will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”) with and into Wilmington Savings Fund Society, FSB, a federal savings bank and wholly owned Subsidiary of WSFS (“WSFS Bank”). BB&T Subsidiary WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of SunTrust Subsidiary PLFC Bank shall ceaseterminate. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary applications for regulatory approval of SunTrust the Bank Merger: (i) PLFC shall cause PLFC Bank to approve the Bank Merger Agreement and the Bank Merger Subsidiary Plan of Merger, PLFC, as the sole shareholder of BB&T PLFC Bank, shall approve the Subsidiary Plan of Merger and PLFC shall cause the Subsidiary Plan of Merger to be duly executed by PLFC Bank and SunTrust delivered to WSFS and (ii) WSFS shall cause WSFS Bank to approve the Subsidiary Plan of Merger, WSFS, as the sole stockholder of WSFS Bank, respectivelyshall approve the Subsidiary Plan of Merger and WSFS shall cause WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to PLFC. Prior to the Effective Time, PLFC shall cause PLFC Bank, and BB&T and SunTrust shall, and WSFS shall cause BB&T Subsidiary Bank and SunTrust Subsidiary WSFS Bank, respectively, to, to execute certificates or such articles of combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately On the Closing Date and immediately following the Merger, SunTrust BankValley Business Bank (“VBB”), a GeorgiaCalifornia state-chartered bank and a wholly-owned Subsidiary of SunTrust (“SunTrust Subsidiary Bank”)Valley, will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”) with and into Citizens Business Bank, a California state-chartered bank and a wholly-owned Subsidiary of CVB (“Citizens Business Bank”). BB&T Subsidiary The Bank Merger shall become effective at the time specified in Section 4887 of the California Financial Code. The parties shall cause the Bank Merger to become effective immediately after the Effective Time. Citizens Business Bank shall be the surviving entity in the Bank Merger andand shall continue its corporate existence under the name “Citizens Business Bank”, following and at the effective time of the Bank Merger, the separate corporate existence of SunTrust Subsidiary VBB shall cease and outstanding shares of VBB shall be canceled without consideration. The Bank Merger shall cease. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into be implemented pursuant to an agreement and plan of merger substantially in the form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar of Exhibit D to the Bank Merger this Agreement (the “Bank Merger Agreement”). Each In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of BB&T applications for regulatory approval: (a) Valley shall cause the Bank Merger Agreement to be duly executed by VBB and a wholly owned subsidiary delivered to Citizens Business Bank, (b) CVB shall cause Citizens Business Bank to adopt the Bank Merger Agreement, CVB, as the sole shareholder of SunTrust Citizens Business Bank, shall approve the Bank Merger Agreement and CVB shall cause the Bank Merger as the sole shareholder of BB&T Subsidiary Agreement to be duly executed by Citizens Business Bank and SunTrust Subsidiary delivered to VBB. Valley shall cause VBB, and CVB shall cause Citizens Business Bank, respectively, and BB&T and SunTrust shall, and shall cause BB&T Subsidiary Bank and SunTrust Subsidiary Bank, respectively, to, to execute certificates or articles such an agreement of merger and such other documents and certificates (in each case in form and substance reasonably satisfactory to CVB and Valley) as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately following the Merger, SunTrust BankBay Bank (“Bay Bank ”), a Georgia-an Alabama state chartered bank and wholly-owned Subsidiary of SunTrust (“SunTrust Subsidiary Bank”)BCB, will merge with and into Branch Banking and Trust Company, a North Carolina-chartered commercial bank and wholly-owned Subsidiary of BB&T (“BB&T Subsidiary Bank”) (the “Bank Merger”) with and into The First, A National Banking Association, a wholly-owned Subsidiary of FBMS (“The First”). BB&T Subsidiary Bank The First shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “The First, A National Banking Association”, and, following the Bank Merger, the separate corporate existence of SunTrust Subsidiary Bay Bank shall cease. Promptly after the date of this Agreement, BB&T Subsidiary The Bank and SunTrust Subsidiary Bank will enter into an agreement and Merger shall be implemented pursuant to a subsidiary plan of merger merger, in a form and substance agreed to be specified by BB&T and SunTrust, which shall be customary for mergers similar to the Bank Merger FBMS in consultation with BCB (the “Bank Merger AgreementSubsidiary Plan of Merger”). Each In order to obtain the necessary Regulatory Approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary of SunTrust applications for such Regulatory Approvals as to such Party: (a) BCB shall cause Bay Bank to approve the Bank Merger Agreement and the Bank Merger Subsidiary Plan of Merger, BCB, as the sole shareholder of BB&T Bay Bank , shall approve the Subsidiary Plan of Merger and BCB shall cause the Subsidiary Plan of Merger to be duly executed by Bay Bank and SunTrust delivered to FBMS and (b) FBMS shall cause The First to approve the Subsidiary Plan of Merger, FBMS, as the sole shareholder of The First, shall approve the Subsidiary Plan of Merger and FBMS shall cause The First to duly execute and deliver the Subsidiary Plan of Merger to BCB. Prior to the Effective Time, BCB shall cause Bay Bank, respectively, and BB&T and SunTrust shall, and FBMS shall cause BB&T Subsidiary Bank The First, to execute such certificates of merger and SunTrust Subsidiary Bank, respectively, to, execute certificates or articles of merger combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

Bank Merger. Immediately following Simultaneously with the Merger, SunTrust Indus-American Bank, a Georgia-New Jersey chartered bank and wholly-a wholly owned IAB Subsidiary of SunTrust (“SunTrust Subsidiary "IAB Bank”"), will merge (the "Bank Merger") with and into Branch Banking and Trust CompanyBCB Community Bank, a North Carolina-New Jersey chartered commercial bank and wholly-wholly owned BCB Subsidiary of BB&T (“BB&T Subsidiary "BCB Bank”) (the “Bank Merger”"). BB&T Subsidiary BCB Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name "BCB Community Bank" and, following the Bank Merger, the separate corporate existence of SunTrust Subsidiary IAB Bank shall ceaseterminate. Promptly after the date of this Agreement, BB&T Subsidiary Bank and SunTrust Subsidiary Bank will enter into an agreement and plan of merger in form and substance agreed by BB&T and SunTrust, which shall be customary for mergers similar to The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Bank Merger Agreement”"Subsidiary Plan of Merger"). Each In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of BB&T and a wholly owned subsidiary applications for regulatory approval of SunTrust the Bank Merger: (i) IAB shall cause IAB Bank to approve the Bank Merger Agreement and the Bank Merger Subsidiary Plan of Merger; IAB, as the sole shareholder of BB&T IAB Bank, shall approve the Subsidiary Plan of Merger, and IAB shall cause the Subsidiary Plan of Merger to be duly executed by IAB Bank and SunTrust delivered to BCB; (ii) BCB shall cause BCB Bank to approve the Subsidiary Plan of Merger; BCB, as the sole stockholder of BCB Bank, respectively, and BB&T and SunTrust shall, and shall approve the Subsidiary Plan of Merger; (iii) BCB shall cause BB&T BCB Bank to duly execute and deliver the Subsidiary Bank Plan of Merger to IAB. Prior to the Effective Time, IAB shall cause IAB Bank; and SunTrust Subsidiary (iv) BCB shall cause BCB Bank, respectively, to, to execute certificates or such articles of combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.