Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). 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 Target Bank shall cease. 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 “Subsidiary Plan of Merger”). 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 applications for regulatory approval: (i) Target shall cause Target Bank to approve the Subsidiary Plan of Merger, Target, as the sole shareholder of 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 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, shall 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 Buyer shall cause Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following Simultaneously with the Merger, BankTrustGreater Delaware Valley Savings Bank D/B/A Alliance Bank, an Alabama banking corporation a Pennsylvania-chartered savings bank and a wholly owned Subsidiary of Target Alliance (“Target Alliance Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankWilmington Savings Fund Society, FSB, a national banking association federal savings bank and wholly owned Subsidiary of Buyer WSFS (“Buyer WSFS Bank”). Buyer WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Trustmark National BankWilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of Target Alliance Bank shall ceaseterminate. 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 “Subsidiary Plan of Merger”). 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 applications for regulatory approval: (i) Target Alliance shall cause Target Alliance Bank to approve the Subsidiary Plan of Merger, TargetAlliance, as the sole shareholder of Target Alliance Bank, shall approve the Subsidiary Plan of Merger and Target Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Target Alliance Bank and delivered to Buyer WSFS and (ii) Buyer WSFS shall cause Buyer WSFS Bank to approve the Subsidiary Plan of Merger, BuyerWSFS, as the sole shareholder stockholder of Buyer WSFS Bank, shall approve the Subsidiary Plan of Merger and Buyer WSFS shall cause Buyer WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetAlliance. Prior to the Effective Time, Target Alliance shall cause Target Alliance Bank, and Buyer WSFS shall cause Buyer WSFS Bank, to execute such articles or certificates of combination, required merger and articles of combination certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately At the Effective Time and immediately following the Company Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary First Federal Savings Bank of Target Xxxxxx (“Target Bank”"First Federal"), will merge (the “Bank Merger”) with and into Trustmark National Bank, a national banking association federally chartered savings bank and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer Bank Xxxxxx, shall be merged with and into Mutual Federal Savings Bank ("Mutual First Bank"), a federally chartered savings bank and wholly-owned Subsidiary of Mutual First. Such merger is hereinafter sometimes referred to as 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 Target Bank shall cease. 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 “Subsidiary Plan of Merger”). , in substantially the form of Exhibit A. In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target Xxxxxx shall cause Target 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 to approve The Subsidiary Plan of Merger, Mutual First as the sole stockholder of Mutual First Bank shall approve the Subsidiary Plan of Merger, Target, as the sole shareholder of Target Bank, shall approve the Subsidiary Plan of Merger and Target Mutual First shall cause the Subsidiary Plan of Merger to be duly executed by Target Mutual First Bank and 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, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetXxxxxx. Prior to the Effective Time, Target Xxxxxx shall cause Target Bank, First Federal and Buyer Mutual First shall cause Buyer Bank, Mutual First Bank to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make effective the Bank Merger and cause such documents to be timely and appropriately filed and endorsed, where required, by the OTS so that the Bank Merger shall become effective simultaneously with at the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following the Merger, BankTrustXxxxxx City Savings Bank, an Alabama banking corporation a federal savings association and a wholly owned Subsidiary of Target Xxxxxx (“Target Xxxxxx Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankManufacturers and Traders Trust Company, a national banking association bank chartered under the laws of the State of New York and a wholly owned Subsidiary of Buyer M&T (“Buyer M&T Bank”). Buyer M&T Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” Manufacturers and Traders Trust Company, and, following the Bank Merger, the separate corporate existence of Target Xxxxxx Bank shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by M&T in consultation with Xxxxxx (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties M&T and Xxxxxx shall cause the following to be accomplished prior to the filing of applications for regulatory approvalRegulatory Approval: (ii)(A) Target Xxxxxx shall cause Target Xxxxxx Bank to approve the Subsidiary Plan of Merger, Target(B) Xxxxxx, as the sole shareholder of Target Xxxxxx Bank, shall approve the Subsidiary Plan of Merger and Target (C) Xxxxxx shall cause the Subsidiary Plan of Merger to be duly executed by Target Xxxxxx Bank and delivered to Buyer M&T, and (iiii)(A) Buyer M&T shall cause Buyer M&T Bank to approve the Subsidiary Plan of Merger, Buyer(B) M&T, as the sole shareholder of Buyer M&T Bank, shall approve the Subsidiary Plan of Merger and Buyer (C) M&T shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by M&T Bank and delivered to Xxxxxx. Prior to the Effective Time, Target Xxxxxx shall cause Target Xxxxxx Bank, and Buyer M&T shall cause Buyer M&T Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties M&T shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer M&T Bank, two (2) individuals who are currently the number of directors of Target and who are mutually selected by Target and Buyer at 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 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 Target and Buyer and shall be duly appointed to constituting the Board of Directors of Buyer M&T Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of the Effective Time pursuant to this Section 1.7M&T Bank.

Bank Merger. Immediately following Simultaneously with the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bryn Mawr Bank”), will merge (the “Bank Merger”) with and into Trustmark National WSFS Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer with WSFS Bank as the Surviving Bank”). 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 Following the Bank Merger, the separate corporate existence of Target Bryn Mawr Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective TimeMerger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as in the form of Exhibit A hereto C (the “Subsidiary Plan of Merger”). 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 applications for regulatory approvalapproval of the Bank Merger: (i) Target Bryn Mawr shall cause Target the board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of Merger, Targetand Bryn Mawr, as the sole shareholder of Target Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger and Target Bryn Mawr shall cause the Subsidiary Plan of Merger to be duly executed by Target Bryn Mawr Bank and delivered to Buyer and WSFS; (ii) Buyer Bryn Mawr shall cause Buyer 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, Buyerand WSFS, as the sole shareholder stockholder of Buyer WSFS Bank, shall approve the Subsidiary Plan of Merger and Buyer WSFS shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by WSFS Bank and delivered to Bryn Mawr. Prior to the Effective Time, Target Bryn Mawr shall cause Target Bryn Mawr Bank, and Buyer WSFS shall cause Buyer WSFS Bank, to execute such and file applicable articles or certificates of merger and articles of combination merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7Merger.

Bank Merger. Immediately following the MergerSecond Effective Time, BankTrustOmniAmerican Bank, an Alabama banking corporation and a federal savings association and, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of Target Company (the “Target BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into Trustmark National Southside Bank, a national Texas banking association corporation and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Southside Bank,” ”, and, following the Bank Merger, the separate corporate existence of Target the Company Bank Subsidiary shall cease. The Parties liquidation account established by Company Bank Subsidiary pursuant to 12 C.F.R. part 192 shall be assumed by Parent Bank following the Bank Merger. The parties agree that the Bank Merger shall become effective simultaneously with immediately after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as in substantially the form set forth in Exhibit A B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ia) Target Company shall cause Target the Company Bank Subsidiary to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder stockholder of Target Bankthe Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target the Company Bank Subsidiary and delivered to Buyer Parent and (iib) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder stockholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Second Effective Time, Target the Surviving Parent Company shall cause Target Bank, the Company Bank Subsidiary and Buyer shall cause Buyer Bank, Parent Bank to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Second Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following the Merger, BankTrustThe Peoples State Bank (“Peoples State Bank”), an Alabama banking corporation a Louisiana state chartered bank and a wholly wholly-owned Subsidiary of Target (“Target Bank”)PSB, will merge (the “Bank Merger”) with and into Trustmark National MidSouth Bank, N.A., a national banking association and wholly a wholly-owned Subsidiary of Buyer MSL (“Buyer MidSouth Bank”). Buyer MidSouth Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National MidSouth Bank,” , N.A.”, and, following the Bank Merger, the separate corporate existence of Target Peoples State Bank shall cease. 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 in a form to be specified by MSL in consultation with PSB (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals as to such Party: (ia) Target PSB shall cause Target Peoples State Bank to approve the Subsidiary Plan of Merger, TargetPSB, as the sole shareholder of Target Peoples State Bank, shall approve the Subsidiary Plan of Merger and Target PSB shall cause the Subsidiary Plan of Merger to be duly executed by Target Peoples State Bank and delivered to Buyer MSL and (iib) Buyer MSL shall cause Buyer MidSouth Bank to approve the Subsidiary Plan of Merger, BuyerMSL, as the sole shareholder of Buyer MidSouth Bank, shall approve the Subsidiary Plan of Merger and Buyer MSL shall cause Buyer MidSouth Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetPSB. Prior to the Effective Time, Target PSB shall cause Target Peoples State Bank, and Buyer MSL shall cause Buyer MidSouth Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following the consummation of the Second Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target FSB Bank”), will merge (the “Bank Merger”) with and into Trustmark National Xxxxx Bank, a national banking association and wholly owned Subsidiary of Buyer with Xxxxx Bank as the surviving bank (sometimes referred to in such capacity as the “Buyer Surviving Bank”). 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 Following the Bank Merger, the separate corporate existence of Target FSB Bank shall ceaseterminate. The Parties agree that the Bank Merger shall become effective simultaneously with immediately following the Effective Timeeffective time of the Second Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A B hereto (the “Subsidiary Plan of Merger”). 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 applications for regulatory approvalapproval of the Bank Merger: (i) Target FSB shall cause Target FSB Bank to approve the Subsidiary Plan of Merger, TargetFSB, as the sole shareholder stockholder of Target FSB Bank, shall approve the Subsidiary Plan of Merger and Target FSB shall cause the Subsidiary Plan of Merger to be duly executed by Target FSB Bank and delivered to Buyer Xxxxx and (ii) Buyer Xxxxx shall cause Buyer Xxxxx Bank to approve the Subsidiary Plan of Merger, BuyerXxxxx, as the sole shareholder of Buyer Xxxxx Bank, shall approve the Subsidiary Plan of Merger and Buyer Xxxxx shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by Xxxxx Bank and delivered to FSB. Prior to the Effective Time, Target FSB shall cause Target FSB Bank, and Buyer Xxxxx shall cause Buyer Xxxxx Bank, to execute and file such applicable articles or certificates of merger and articles of combination merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7Second Merger.

Bank Merger. Immediately following the MergerSecond Effective Time, BankTrustFirst Bank and Trust East Texas, an Alabama a Texas banking corporation and a association and, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of Target Company (the “Target BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into Trustmark National Southside Bank, a national Texas banking association and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Southside Bank,” ”, and, following the Bank Merger, the separate corporate existence of Target the Company Bank Subsidiary shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as in substantially the form set forth in Exhibit A B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ia) Target Company shall cause Target the Company Bank Subsidiary to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder stockholder of Target Bankthe Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target the Company Bank Subsidiary and delivered to Buyer Parent; and (iib) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder stockholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Second Effective Time, Target the Surviving Corporation and Parent shall cause Target Bank, the Company Bank Subsidiary and Buyer shall cause Buyer Bank, Parent Bank to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Second Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately On the Closing Date and immediately following the Merger, BankTrustValley Business Bank (“VBB”), an Alabama banking corporation a California state-chartered bank and a wholly wholly-owned Subsidiary of Target (“Target Bank”)Valley, will merge (the “Bank Merger”) with and into Trustmark National Citizens Business Bank, a national banking association California state-chartered bank and wholly a wholly-owned Subsidiary of Buyer CVB (“Buyer Citizens Business Bank”). Buyer 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 and shall continue its corporate existence under the name “Trustmark National Citizens Business Bank,” and”, following and at the effective time of the Bank Merger, the separate corporate existence of Target Bank VBB shall cease. The Parties agree that the Bank Merger cease and outstanding shares of VBB shall become effective simultaneously with the Effective Timebe canceled without consideration. The Bank Merger shall be implemented pursuant to a subsidiary plan an agreement of merger, attached as merger substantially in the form of Exhibit A hereto D to this Agreement (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (ia) Target Valley shall cause Target the Bank Merger Agreement to be duly executed by VBB and delivered to Citizens Business Bank, (b) CVB shall cause Citizens Business Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, TargetCVB, as the sole shareholder of Target Citizens Business Bank, shall approve the Subsidiary Plan of Bank Merger Agreement and Target CVB shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Target Citizens Business Bank and delivered to Buyer and (ii) Buyer VBB. Valley shall cause Buyer Bank to approve the Subsidiary Plan of MergerVBB, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer CVB 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 Buyer shall cause Buyer Citizens Business Bank, to execute such articles or certificates an agreement of merger and articles of combination 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 simultaneously with immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following the MergerEffective Time, BankTrust(i) The Savannah Bank, an Alabama N.A., a national banking association and wholly owned subsidiary of Company (“Savannah Bank”) and (ii) Xxxxx Bank & Trust, a Georgia banking corporation and a wholly owned Subsidiary subsidiary of Target Company (“Target BankXxxxx”, and Savannah Bank and Xxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank Subsidiaries”), will merge (the “Bank Merger”) with and into Trustmark National BankSCBT, a national South Carolina banking association corporation and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” SCBT”, and, following the Bank Merger, the separate corporate existence of Target each of the Company Bank Subsidiaries shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by Parent in consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ix) Target Company shall cause Target each of the Company Bank Subsidiaries to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder of Target Bankeach of the Company Bank Subsidiaries, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target each of the Company Bank Subsidiaries and delivered to Buyer Parent and (iiy) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Effective Time, Target Company shall cause Target Bankeach of the Company Bank Subsidiaries, and Buyer Parent shall cause Buyer Parent Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following Simultaneously with the Merger, BankTrust1st Century Bank, an Alabama National Association, a national banking corporation association and a wholly wholly-owned Subsidiary subsidiary of Target the Company (the “Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National MidFirst Bank, a national banking federal savings association and wholly a wholly-owned Subsidiary subsidiary of Buyer Purchaser (“Buyer BankMidFirst”). Buyer Bank MidFirst shall be the surviving entity in of the Bank Merger and shall continue its corporate existence under the name “Trustmark National MidFirst Bank,” and, following the Bank Merger, the separate corporate existence of Target the Bank shall ceaseterminate. 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 C hereto (the “Subsidiary Plan of Merger”). 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 applications for regulatory approval: (ia) Target the Company shall cause Target the Board of Directors of the Bank to approve the Subsidiary Plan of Merger, Targetthe Company, as the sole shareholder of Target the Bank, shall approve the Subsidiary Plan of Merger and Target the Company shall cause the Subsidiary Plan of Merger to be duly executed by Target the Bank and delivered to Buyer Purchaser and (iib) Buyer Purchaser shall cause Buyer Bank the Board of Directors of MidFirst to approve the Subsidiary Plan of Merger, BuyerPurchaser, as the sole shareholder stockholder of Buyer BankMidFirst, shall approve the Subsidiary Plan of Merger and Buyer Purchaser shall cause Buyer Bank MidFirst to duly execute and deliver the Subsidiary Plan of Merger to Targetthe Company. Prior to the Effective Time, Target the Company shall cause Target the Bank, and Buyer Purchaser shall cause Buyer BankMidFirst, to execute such articles or certificates of combination, bank merger and articles of combination applications, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following Simultaneously with the Merger, BankTrustPenn Liberty Bank, an Alabama banking corporation a Pennsylvania-chartered bank and a wholly owned Subsidiary of Target PLFC (“Target PLFC Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankWilmington Savings Fund Society, FSB, a national banking association federal savings bank and wholly owned Subsidiary of Buyer WSFS (“Buyer WSFS Bank”). Buyer WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Trustmark National BankWilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of Target PLFC Bank shall ceaseterminate. 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 “Subsidiary Plan of Merger”). 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 applications for regulatory approvalapproval of the Bank Merger: (i) Target PLFC shall cause Target PLFC Bank to approve the Subsidiary Plan of Merger, TargetPLFC, as the sole shareholder of Target PLFC Bank, shall approve the Subsidiary Plan of Merger and Target PLFC shall cause the Subsidiary Plan of Merger to be duly executed by Target PLFC Bank and delivered to Buyer WSFS and (ii) Buyer WSFS shall cause Buyer WSFS Bank to approve the Subsidiary Plan of Merger, BuyerWSFS, as the sole shareholder stockholder of Buyer WSFS Bank, shall approve the Subsidiary Plan of Merger and Buyer WSFS shall cause Buyer WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetPLFC. Prior to the Effective Time, Target PLFC shall cause Target PLFC Bank, and Buyer WSFS shall cause Buyer WSFS Bank, to execute such articles or certificates of combination, required merger and articles of combination certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following the MergerEffective Time, BankTrust(i) The Savannah Bank, an Alabama N.A., a national banking association and wholly owned subsidiary of Company (“Savannah Bank”) and (ii) Bxxxx Bank & Trust, a Georgia banking corporation and a wholly owned Subsidiary subsidiary of Target Company (“Target BankBxxxx”, and Savannah Bank and Bxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank Subsidiaries”), will merge (the “Bank Merger”) with and into Trustmark National BankSCBT, a national South Carolina banking association corporation and wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” SCBT”, and, following the Bank Merger, the separate corporate existence of Target each of the Company Bank Subsidiaries shall cease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto in a form to be specified by Parent in consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ix) Target Company shall cause Target each of the Company Bank Subsidiaries to approve the Subsidiary Plan of Merger, Target; Company, as the sole shareholder of Target Bankeach of the Company Bank Subsidiaries, shall approve the Subsidiary Plan of Merger Merger; and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target each of the Company Bank Subsidiaries and delivered to Buyer Parent and (iiy) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, Buyer; Parent, as the sole shareholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Effective Time, Target Company shall cause Target Bankeach of the Company Bank Subsidiaries, and Buyer Parent shall cause Buyer Parent Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately after the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following Simultaneously with the Merger, BankTrustIndus-American Bank, an Alabama banking corporation a New Jersey chartered bank and a wholly owned IAB Subsidiary of Target (“Target "IAB Bank”"), will merge (the “"Bank Merger”") with and into Trustmark National BCB Community Bank, a national banking association New Jersey chartered bank and wholly owned BCB Subsidiary of Buyer (“Buyer "BCB Bank”"). Buyer BCB Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National "BCB Community Bank,” " and, following the Bank Merger, the separate corporate existence of Target IAB Bank shall ceaseterminate. 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 “"Subsidiary Plan of Merger”"). 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 applications for regulatory approvalapproval of the Bank Merger: (i) Target IAB shall cause Target IAB Bank to approve the Subsidiary Plan of Merger, Target; IAB, as the sole shareholder of Target IAB Bank, shall approve the Subsidiary Plan of Merger Merger, and Target IAB shall cause the Subsidiary Plan of Merger to be duly executed by Target IAB Bank and delivered to Buyer and BCB; (ii) Buyer BCB shall cause Buyer BCB Bank to approve the Subsidiary Plan of Merger, Buyer; BCB, as the sole shareholder stockholder of Buyer BCB Bank, shall approve the Subsidiary Plan of Merger and Buyer Merger; (iii) BCB shall cause Buyer BCB Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetIAB. Prior to the Effective Time, Target IAB shall cause Target IAB Bank, ; and Buyer (iv) BCB shall cause Buyer BCB Bank, to execute such articles or certificates of combination, required merger and articles of combination certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following At the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target Bank Merger Effective Time (“Target Bank”as hereinafter defined), will merge Indiana Federal Bank for Savings, a federal savings bank ("IndFed Bank"), the wholly-owned subsidiary of IFC, shall be merged (the “"Bank Merger”") with and into Trustmark National Pinnacle Bank, a national Michigan banking association corporation ("Pinnacle Bank"), the wholly-owned subsidiary of Pinnacle, pursuant to the terms and wholly owned Subsidiary conditions set forth herein and in the Agreement and Plan of Buyer Merger and Consolidation substantially in the form attached hereto as Exhibit C (“Buyer Bank”the "Bank Merger Agreement"). 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 Upon consummation of the Bank Merger, the separate corporate existence of Target IndFed Bank shall cease, and Pinnacle Bank shall continue as the surviving institution of the Bank Merger. The Parties agree that name of Pinnacle Bank, as the surviving institution of the Bank Merger, shall be "Pinnacle Bank". From and after the Bank Merger Effective Time (as hereinafter defined), Pinnacle Bank as the surviving institution of the Bank Merger shall possess all of the properties and rights and be subject to all of the liabilities and obligations of Pinnacle Bank and IndFed Bank. The Bank Merger shall become effective simultaneously with at the time the Bank Merger Agreement for such merger is endorsed and declared effective by the Financial Institutions Bureau of the State of Michigan (the "Bank Merger Effective Time"). The parties shall cause the Bank Merger to become effective as soon as practical following the Merger. At the Bank Merger Effective Time: (a) each share of IndFed Bank common stock issued and outstanding immediately prior thereto shall, by virtue of the Bank Merger, be cancelled. No new shares of the capital stock or other securities or obligations of IndFed Bank shall be issued or be deemed issued with respect to or in exchange for such cancelled shares, and such cancelled shares of common stock of IndFed Bank shall not be converted into any shares or other securities or obligations of any other entity; (b) each share of Pinnacle Bank common stock issued and outstanding immediately prior thereto shall remain an issued and outstanding share of common stock of Pinnacle Bank as the surviving institution and shall not be affected by the Bank Merger; (c) the charter and bylaws of Pinnacle Bank, as then in effect, shall be the Charter and Bylaws of Pinnacle Bank as the surviving institution of the Bank Merger, and may thereafter be amended in accordance with applicable law; and (d) the directors of Pinnacle Bank as the surviving institution following the Bank Merger shall consist of eighteen (18) persons, with nine (9) persons to be named as directors by the Board of Directors of Pinnacle Bank and nine (9) persons to be named as directors by the Board of Directors of IndFed Bank; and the executive officers of Pinnacle Bank as the surviving institution following the Bank Merger shall be implemented pursuant to a subsidiary plan those appointed by the Board of merger, attached as Exhibit A hereto (Directors of the “Subsidiary Plan surviving institution upon consummation of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, on the Parties shall cause the following to be accomplished prior to the filing basis of applications for regulatory approval: (i) Target shall cause Target Bank to approve the Subsidiary Plan of Merger, Targetrecommendations made by Xx. Xxxxxxx, as the sole shareholder Chairman of Target Bankthe parent Surviving Corporation, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, BuyerXx. Xxxxx, as the sole shareholder Vice Chairman of Buyer Bank, shall 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 Bankparent Surviving Corporation, and Buyer shall cause Buyer Bank, an outside consulting service to execute such articles be engaged and charged with reviewing and evaluating the qualifications of candidates. ARTICLE II EXCHANGE OF SHARES 2.1 PINNACLE TO MAKE SHARES AVAILABLE. At or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual Pinnacle shall deposit, or shall cause to be deposited, with Xxxxxx Trust and Savings Bank, Chicago, Illinois, or another bank or trust company reasonably acceptable to each of Pinnacle and IFC (the "Exchange Agent"), for any reason ceases to serve as a director the benefit of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.4

Bank Merger. Immediately following As soon as practicable at or after the MergerEffective Time, BankTrustunless otherwise determined by COFI, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National Liberty Federal Bank, a national banking association federally chartered savings bank and wholly owned Subsidiary of Buyer Alliance (“Buyer "Liberty Federal"), shall be merged with and into Charter One Bank”, F.S.B., a federally chartered savings bank and wholly-owned Subsidiary of Charter Michigan ("Charter One Bank"). Buyer Bank shall be Such merger is sometimes referred to herein as 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 Target Bank shall cease. 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 “Subsidiary Plan of Merger”). , in substantially the form of Exhibit C. In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (ia) Target Alliance shall cause Target Bank the Board of Directors of Liberty Federal to approve the Subsidiary Plan of Merger, Target, Alliance as the sole shareholder of Target Bank, Liberty Federal shall approve the Subsidiary Plan of Merger Merger, and Target Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank Liberty Federal and delivered to Buyer COFI; and (iib) Buyer Charter Michigan shall cause Buyer the Board of Directors of Charter One Bank to approve the Subsidiary Plan of Merger, Buyer, Charter Michigan as the sole shareholder of Buyer Bank, Charter One Bank shall approve the Subsidiary Plan of Merger Merger, and Buyer Charter Michigan shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Targetbe duly executed by Charter One Bank and delivered to Alliance. Prior to At the Effective Timerequest of COFI, Target Alliance shall cause Target BankLiberty Federal, and Buyer Charter Michigan shall cause Buyer Charter One Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make effective the Bank Merger and cause such articles to be timely and appropriately filed and endorsed by the OTS so that the Bank Merger shall become effective simultaneously with at or as soon as practicable after the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following the Merger, BankTrustFirst National Bank of Wyoming, an Alabama a national banking corporation association and a wholly owned Subsidiary of Target (the “Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National BankWilmington Savings Fund Society, FSB, a national banking association federal savings bank and wholly owned Subsidiary of Buyer (the “Buyer Bank”). The Buyer Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Trustmark National BankWilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of the Target Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). 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 applications for regulatory approval: (i) Target shall cause the Target Bank to approve the Subsidiary Plan of Merger, Target, as the sole shareholder stockholder of the Target Bank, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by the Target Bank and delivered to Buyer and (ii) Buyer shall cause the Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder stockholder of the Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause the Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause the Target Bank, and Buyer shall cause the Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with immediately following the Effective Time. The parties Buyer and the Buyer Bank shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of the Buyer Bank, two an advisory board of the Buyer Bank is formed for southern Delaware (2) individuals the “Advisory Board”). Buyer and the Buyer Bank shall further appoint as chairperson of the Advisory Board an individual who are is currently directors a director of Target and who are is mutually selected by Target and Buyer at least ten (10) business days five Business Days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders holders of Target Common Stock. The Advisory Board shall have such roles, responsibilities and obligations that are similar to the roles, responsibilities and obligations of current advisory boards of the Buyer Bank. The chairperson of the Advisory Board shall be appointed as directors of offered a consulting agreement with Buyer or the Buyer Bank on terms and conditions mutually acceptable to Buyer or the Buyer Bank, on the one hand, and the individual selected to be the chairperson on the other hand. 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 a director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as chairperson of the Effective Time pursuant to this Section 1.7Advisory Board.

Bank Merger. Immediately following the Merger, BankTrustBay Bank (“Bay Bank ”), an Alabama banking corporation state chartered bank and a wholly wholly-owned Subsidiary of Target (“Target Bank”)BCB, will merge (the “Bank Merger”) with and into Trustmark The First, A National BankBanking Association, a national banking association and wholly wholly-owned Subsidiary of Buyer FBMS (“Buyer BankThe First”). Buyer Bank The First shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark The First, A National Bank,” Banking Association”, and, following the Bank Merger, the separate corporate existence of Target Bay Bank shall cease. 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 in a form to be specified by FBMS in consultation with BCB (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals as to such Party: (ia) Target BCB shall cause Target Bay Bank to approve the Subsidiary Plan of Merger, TargetBCB, as the sole shareholder of Target BankBay Bank , shall approve the Subsidiary Plan of Merger and Target BCB shall cause the Subsidiary Plan of Merger to be duly executed by Target Bay Bank and delivered to Buyer FBMS and (iib) Buyer FBMS shall cause Buyer Bank The First to approve the Subsidiary Plan of Merger, BuyerFBMS, as the sole shareholder of Buyer BankThe First, shall approve the Subsidiary Plan of Merger and Buyer FBMS shall cause Buyer Bank The First to duly execute and deliver the Subsidiary Plan of Merger to TargetBCB. Prior to the Effective Time, Target BCB shall cause Target Bay Bank, and Buyer FBMS shall cause Buyer BankThe First, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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. Immediately following the Merger, BankTrustBroadway Federal Bank, an Alabama banking corporation f.s.b., and a wholly owned Subsidiary of Target BYFC (“Target BYFC Subsidiary Bank”), will merge (the “Bank Merger”) with and into Trustmark City First Bank of D.C., National BankAssociation, a national banking association and wholly owned Subsidiary of Buyer CFB (“Buyer CFB Subsidiary Bank”) (the “Bank Merger”). Buyer CFB Subsidiary Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under (the name “Trustmark National Surviving Bank,” ”) and, following the Bank Merger, the separate corporate existence of Target BYFC Subsidiary Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously In connection with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). 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 applications for regulatory approval: (i) Target shall cause Target Bank to approve the Subsidiary Plan of MergerCFB, Target, in its capacity as the sole shareholder of Target 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, CFB and BYFC shall cause CFB Subsidiary Bank and BYFC Subsidiary Bank, respectively, to enter into an agreement and plan of merger in form and substance agreed by CFB and BYFC, which shall be customary for mergers similar to the Bank Merger (the “Bank Merger Agreement”). Each of CFB and BYFC shall approve the Subsidiary Plan of Bank Merger Agreement and Target shall cause the Subsidiary Plan of Bank Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder stockholder of Buyer CFB Subsidiary Bank and BYFC Subsidiary Bank, shall approve the Subsidiary Plan of Merger respectively, and Buyer CFB and BYFC shall, and shall cause Buyer CFB Subsidiary Bank to duly execute and deliver the BYFC Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bankrespectively, to to, execute such certificates or articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with (“Bank Merger Certificates”) immediately following the Effective Time. The parties Bank Merger shall take all appropriate action so that, become effective at such time and date as of specified in the Effective Time and subject to and Bank Merger Agreement in accordance with the organizational documents of Buyer Bankapplicable law, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer or at least ten (10) business days prior to the date on which the Proxy Statement (such other time as hereinafter defined) is first mailed to the shareholders of Target shall be 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 provided by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7applicable law.

Bank Merger. Immediately following the Merger, BankTrusteach of the Subsidiaries of Company ((i) The Peoples National Bank, an Alabama a national banking corporation association and a wholly owned Subsidiary subsidiary of Target Company, (“Target ii) Bank of Xxxxxxxx, X.X., a national banking association and a wholly owned subsidiary of Company, and (iii) Seneca National Bank”, a national banking association and a wholly owned subsidiary of Company), will merge (the “Bank Merger”) with and into Trustmark National BankSCBT, N.A., a national banking association and a wholly owned Subsidiary subsidiary of Buyer Parent (“Buyer Parent Bank”). Buyer Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” SCBT, N.A.”, and, following the Bank Merger, the separate corporate existence of Target Bank each Subsidiary of Company shall cease. The Parties 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 in a form to be specified by Parent in consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals Regulatory Approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approvalsuch Regulatory Approvals: (ix) Target Company shall cause Target Bank each of its Subsidiaries to approve the Subsidiary Plan of Merger, TargetCompany, as the sole shareholder of Target Bankeach of its Subsidiaries, shall approve the Subsidiary Plan of Merger and Target Company shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank each of its Subsidiaries and delivered to Buyer Parent and (iiy) Buyer Parent shall cause Buyer Parent Bank to approve the Subsidiary Plan of Merger, BuyerParent, as the sole shareholder of Buyer Parent Bank, shall approve the Subsidiary Plan of Merger and Buyer Parent shall cause Buyer Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to TargetCompany. Prior to the Effective Time, Target Company shall cause Target Bankeach of its Subsidiaries, and Buyer Parent shall cause Buyer Parent Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at 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 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 Target 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.