Common use of Bank Merger Clause in Contracts

Bank Merger. Simultaneously with the Merger, Bryn Mawr Bank, will merge with and into WSFS Bank, with WSFS Bank as the Surviving Bank. Following the Bank Merger, the separate existence of Bryn Mawr Bank shall terminate. 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 “Subsidiary Plan of Merger”). 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 applications for regulatory approval of the Bank Merger: (i) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of Merger, and Bryn Mawr, as the sole shareholder of 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 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, shall 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 WSFS shall cause WSFS Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Merger.

Bank Merger. Simultaneously (a) On the Effective Date and promptly following the Effective Time in accordance with the MergerBank Merger Agreement, Bryn Mawr Bank, will merge Company Bank shall be merged with and into WSFS Buyer Bank and (i) all the assets, property, rights, privileges, powers and franchises of Company Bank and Buyer Bank shall vest in Buyer Bank (“New Bank”), with WSFS (ii) all debts, liabilities, obligations, restrictions, disabilities and duties of Company Bank and Buyer Bank shall become the debts, liabilities, obligations, restrictions, disabilities and duties of New Bank and (iii) notwithstanding the foregoing, thereafter the former offices of Company Bank located in ▇▇▇▇▇▇▇ and Washington counties shall be operated by New Bank as a separate division under the Surviving name “Union Trust, a division of Camden National Bank. Following the Bank Merger, the separate existence ” for a minimum of Bryn Mawr Bank shall terminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Merger. twelve (12) months. (b) The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of Exhibit C (the “Subsidiary Plan of Merger”)Bank 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 promptly following the filing of applications for regulatory approval of the Bank Mergerdate hereof: (i) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of Merger, and Bryn MawrCompany, as the sole shareholder of Bryn Mawr Company Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and Bryn Mawr the Company shall cause Company Bank to execute and deliver the Subsidiary Plan of Bank Merger Agreement to be duly executed by Bryn Mawr Bank Buyer and 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 WSFSBuyer, as the sole stockholder shareholder of WSFS Buyer Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and WSFS Buyer shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Buyer Bank and delivered to Bryn Mawr. Prior to the Effective Time, Bryn Mawr shall cause Bryn Mawr Bank, and WSFS shall cause WSFS Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary to make deliver the Bank Merger effective simultaneously with Agreement to the MergerCompany. (c) The former offices of Company Bank located within Buyer Bank’s existing footprint will be operated under the name “Camden National Bank.” The number of persons constituting the Board of Directors of New Bank shall be increased by two members, one of whom shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be appointed Vice Chairman of the Board.

Bank Merger. Simultaneously with On the MergerClosing Date and immediately following the Effective Time, Bryn Mawr BankSouthwest Securities, FSB, a federally chartered savings bank and a wholly-owned subsidiary of Company, will merge (the “Bank Merger”) with and into WSFS PlainsCapital Bank, with WSFS a Texas banking association and an indirect wholly-owned subsidiary of Purchaser. PlainsCapital Bank as shall be the Surviving surviving entity in the Bank Merger and shall continue its corporate existence under the name PlainsCapital Bank. Following , and, following the Bank Merger, the separate corporate existence of Bryn Mawr Bank Southwest Securities, FSB shall terminatecease. The Parties parties agree that the Bank Merger shall become effective simultaneously with immediately after the MergerEffective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in the a form of Exhibit C to be specified by Purchaser and reasonably acceptable to Company (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 of the Bank Mergerapproval: (i) Bryn Mawr Company shall cause Southwest Securities, FSB to adopt the board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of MergerMerger Agreement, and Bryn MawrCompany, as the sole shareholder of Bryn Mawr BankSouthwest Securities, FSB, shall approve the Subsidiary Plan of Bank Merger Agreement, and Bryn Mawr Company shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Bryn Mawr Bank Southwest Securities, FSB and delivered to WSFS; PlainsCapital Bank and (ii) Bryn Mawr Purchaser shall cause the board of directors of Bryn Mawr PlainsCapital Bank to approve adopt 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 Merger Agreement, Purchaser shall cause the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, and WSFSPlainsCapital Corporation, as the sole stockholder shareholder of WSFS PlainsCapital Bank, shall to approve the Subsidiary Plan of Bank Merger Agreement and WSFS Purchaser shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by WSFS PlainsCapital Bank and delivered to Bryn MawrSouthwest Securities, FSB. Prior to the Effective Time, Bryn Mawr Company shall cause Bryn Mawr BankSouthwest Securities, FSB, and WSFS Purchaser shall cause WSFS PlainsCapital Bank, to execute and file applicable articles or such certificates of merger, merger and articles of 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 simultaneously with (the Merger“Bank Merger Certificates”) immediately following the Effective Time.

Bank Merger. Simultaneously with Immediately following the MergerSecond Effective Time, Bryn Mawr OmniAmerican Bank, a federal savings association and, prior to the Second Effective Time, wholly owned subsidiary of Company (the “Company Bank Subsidiary”), will merge (the “Bank Merger”) with and into WSFS Southside Bank, with WSFS a Texas banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). Parent Bank as shall be the Surviving surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank. Following ”, and, following the Bank Merger, the separate corporate existence of Bryn Mawr the Company Bank Subsidiary shall terminatecease. 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 MergerSecond Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in substantially the form of set forth in Exhibit C B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary 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 approval of the Bank Mergersuch Regulatory Approvals: (ia) Bryn Mawr Company shall cause the board of directors of Bryn Mawr Company Bank Subsidiary to approve the Subsidiary Plan of Merger, and Bryn Mawr; Company, as the sole shareholder stockholder of Bryn Mawr Bankthe Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and Bryn Mawr Company shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr the Company Bank Subsidiary and delivered to WSFS; Parent and (iib) Bryn Mawr Parent 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 Parent Bank to approve the Subsidiary Plan of Merger, and WSFS; Parent, as the sole stockholder of WSFS Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and WSFS Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn MawrCompany. Prior to the Second Effective Time, Bryn Mawr the Surviving Parent Company shall cause Bryn Mawr Bank, the Company Bank Subsidiary and WSFS shall cause WSFS Bank, Parent Bank to execute and file applicable articles or such certificates of merger, 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 MergerSecond Effective Time.

Bank Merger. Simultaneously with Immediately following the Merger, Bryn Mawr Enova Interim Bank, will merge with and into WSFS Grasshopper Bank, with WSFS Grasshopper Bank as the surviving bank (sometimes referred to in such capacity as the “Surviving Bank” XE "Surviving Bank" ). Following the Bank Merger, the separate existence of Bryn Mawr Enova Interim Bank shall terminatecease. The Parties agree that the Bank Merger shall become effective simultaneously with immediately following the Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, substantially in the form of attached as Exhibit C D hereto (the “Subsidiary Plan of Merger”” XE "Subsidiary Plan of Merger" ). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished accomplished: (a) prior to the filing of applications for receipt of regulatory approval of the Bank Merger: , (i) Bryn Mawr Grasshopper shall cause the board of directors of Bryn Mawr Grasshopper Bank to approve the Subsidiary Plan of Merger, and Bryn MawrGrasshopper, as the sole shareholder stockholder of Bryn Mawr Grasshopper Bank, shall approve the Subsidiary Plan of Merger Merger, and Bryn Mawr Grasshopper shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Grasshopper Bank and delivered to WSFS; Enova, and, if required (ii) Bryn Mawr the board of directors of Enova shall approve the Subsidiary Plan of Merger, and ▇▇▇▇▇ shall execute the Subsidiary Plan of Merger and deliver to Grasshopper Bank, and (b) as soon as practicable following the receipt of regulatory approval of the formation of Enova Interim Bank, Enova 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 Enova Interim Bank to approve the Subsidiary Plan of Merger, and WSFSEnova, as the sole stockholder of WSFS Enova Interim Bank, shall approve the Subsidiary Plan of Merger Merger, and WSFS Enova shall cause the Subsidiary Plan of Merger Merger, or a joinder thereto, to be duly executed by WSFS Enova Interim Bank and delivered to Bryn MawrGrasshopper. Prior to the Effective Time, Bryn Mawr Grasshopper shall cause Bryn Mawr Grasshopper Bank, and WSFS Enova shall cause WSFS Enova Interim Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with immediately following the Merger.

Bank Merger. (a) Simultaneously with the Merger, Bryn Mawr BankBank of Smithtown, a New York banking organization and subsidiary of the Company (the “Bank Subsidiary”), will merge with and into WSFS People’s United Bank, with WSFS Bank a federally chartered stock savings bank and subsidiary of Parent (“Parent Bank”). This merger is hereinafter sometimes referred to as the Surviving Bank. Following “Bank Merger.” Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following the Bank Merger, the separate corporate existence of Bryn Mawr the Bank Subsidiary shall terminatecease. The Parties parties agree that the Bank Merger shall become effective simultaneously with the Merger. Effective Time. (b) The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by Parent and approved by the form of Exhibit C Company, such approval not to be unreasonably withheld or delayed (the “Subsidiary Plan of Merger”). 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 of the Bank Mergerapproval: (i) Bryn Mawr the Company shall cause the board of directors of Bryn Mawr Subsidiary Bank to approve the Subsidiary Plan of Merger, and Bryn Mawrthe Company, as the sole shareholder of Bryn Mawr the Subsidiary Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr the Company shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr the Subsidiary Bank and delivered to WSFS; Parent and (ii) Bryn Mawr Parent 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 Parent Bank to approve the Subsidiary Plan of Merger, and WSFSParent, as the sole stockholder shareholder of WSFS Parent Bank, shall approve the Subsidiary Plan of Merger and WSFS Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn Mawrthe Company. Prior to the Effective Time, Bryn Mawr the Company shall cause Bryn Mawr the Subsidiary Bank, and WSFS Parent shall cause WSFS Parent Bank, to execute such certificate of merger and file applicable articles or certificates of merger, combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the MergerEffective Time.

Bank Merger. Simultaneously with Immediately following the Merger, Bryn Mawr BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bank”), will merge (the “Bank Merger”) with and into WSFS Trustmark National Bank, with WSFS a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer Bank as shall be the Surviving surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank. Following ,” and, following the Bank Merger, the separate corporate existence of Bryn Mawr Target Bank shall terminatecease. The Parties agree that the Bank Merger shall become effective simultaneously with the MergerEffective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of attached as Exhibit C 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 of the Bank Mergerapproval: (i) Bryn Mawr Target shall cause the board of directors of Bryn Mawr Target Bank to approve the Subsidiary Plan of Merger, and Bryn MawrTarget, as the sole shareholder of Bryn Mawr Target Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr Target shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Target Bank and delivered to WSFS; Buyer and (ii) Bryn Mawr Buyer 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 Buyer Bank to approve the Subsidiary Plan of Merger, and WSFSBuyer, as the sole stockholder shareholder of WSFS Buyer Bank, shall approve the Subsidiary Plan of Merger and WSFS Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn MawrTarget. Prior to the Effective Time, Bryn Mawr Target shall cause Bryn Mawr Target Bank, and WSFS Buyer shall cause WSFS Buyer Bank, to execute and file applicable such articles or certificates of merger, merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the MergerEffective 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. Simultaneously Concurrently with the Merger, Bryn Mawr Beneficial Bank, will merge with and into WSFS Bank, with WSFS Bank as the Surviving Bank. Following the Bank Merger, the separate existence of Bryn Mawr Beneficial Bank shall terminate. The Parties agree that the Bank Merger shall become effective simultaneously concurrently with the Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of Exhibit C D (the “Subsidiary Plan of Merger”). 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 applications for regulatory approval of the Bank Merger: (i) Bryn Mawr Beneficial shall cause the board of directors of Bryn Mawr Beneficial Bank to approve the Subsidiary Plan of Merger, and Bryn MawrBeneficial, as the sole shareholder stockholder of Bryn Mawr Beneficial Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr Beneficial shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Beneficial Bank and delivered to WSFS; WSFS and (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, shall 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 MawrBeneficial. Prior to the Effective Time, Bryn Mawr Beneficial shall cause Bryn Mawr Beneficial Bank, and WSFS shall cause WSFS Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously concurrently with the Merger.

Bank Merger. Simultaneously with At the Effective Time and immediately following the Company Merger, Bryn Mawr BankFirst Federal Savings Bank of ▇▇▇▇▇▇ ("First Federal"), will merge a federally chartered savings bank and wholly owned Subsidiary of ▇▇▇▇▇▇, shall be merged with and into WSFS Mutual Federal Savings Bank ("Mutual First Bank"), with WSFS Bank a federally chartered savings bank and wholly-owned Subsidiary of Mutual First. Such merger is hereinafter sometimes referred to as the Surviving Bank. Following the "Bank Merger, the separate existence of Bryn Mawr Bank shall terminate. 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 Subsidiary Plan of mergerMerger, in substantially the form of Exhibit C (the “Subsidiary Plan of Merger”). 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 of the Bank Mergerapproval: (i) Bryn Mawr ▇▇▇▇▇▇ shall cause the board Board of directors Directors of Bryn Mawr First Federal to approve Subsidiary Plan of Merger, ▇▇▇▇▇▇ as the sole stockholder of First Federal shall approve Subsidiary Plan of Merger, and ▇▇▇▇▇▇ 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, and Bryn Mawr, as the sole shareholder of Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr Mutual First shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Mutual First Bank and 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, shall 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, First Federal and WSFS Mutual First shall cause WSFS Bank, Mutual First Bank to execute and file applicable such articles or certificates of merger, and such other documents and certificates combination 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 MergerEffective Time.

Bank Merger. Simultaneously with the Merger, Bryn Mawr Greater Delaware Valley Savings Bank D/B/A Alliance Bank, a Pennsylvania-chartered savings bank and a wholly owned Subsidiary of Alliance (“Alliance Bank”), will merge (the “Bank Merger”) with and into Wilmington Savings Fund Society, FSB, a federal savings bank and wholly owned Subsidiary of WSFS (“WSFS Bank, with ”). WSFS Bank as shall be the surviving entity (the “Surviving Bank. Following 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 Bryn Mawr Alliance Bank shall terminate. The Parties agree that the Bank Merger shall become effective simultaneously with the MergerEffective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of attached as Exhibit C A hereto (the “Subsidiary Plan of Merger”). 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 applications for regulatory approval of the Bank Mergerapproval: (i) Bryn Mawr Alliance shall cause the board of directors of Bryn Mawr Alliance Bank to approve the Subsidiary Plan of Merger, and Bryn MawrAlliance, as the sole shareholder of Bryn Mawr Alliance Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Alliance Bank and delivered to WSFS; WSFS and (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, shall approve the Subsidiary Plan of Merger and WSFS shall cause WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn MawrAlliance. Prior to the Effective Time, Bryn Mawr Alliance shall cause Bryn Mawr Alliance Bank, and WSFS shall cause WSFS Bank, to execute and file applicable such articles or certificates of mergercombination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the MergerEffective Time.

Bank Merger. Simultaneously with Immediately following the consummation of the Second Merger, Bryn Mawr FSB Bank, will merge with and into WSFS ▇▇▇▇▇ Bank, with WSFS ▇▇▇▇▇ Bank as the surviving bank (sometimes referred to in such capacity as the “Surviving Bank”). Following the Bank Merger, the separate existence of Bryn Mawr FSB Bank shall terminate. The Parties agree that the Bank Merger shall become effective simultaneously with immediately following the effective time of the Second Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of attached as Exhibit C B hereto (the “Subsidiary Plan of Merger”). 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 applications for regulatory approval of the Bank Merger: (i) Bryn Mawr FSB shall cause the board of directors of Bryn Mawr FSB Bank to approve the Subsidiary Plan of Merger, and Bryn MawrFSB, as the sole shareholder stockholder of Bryn Mawr FSB Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr FSB shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr FSB Bank and delivered to WSFS; ▇▇▇▇▇ and (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 shareholder of 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 delivered to Bryn MawrFSB. Prior to the Effective Time, Bryn Mawr FSB shall cause Bryn Mawr FSB Bank, and WSFS ▇▇▇▇▇ shall cause WSFS ▇▇▇▇▇ Bank, to execute and file such applicable articles or certificates of merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with immediately following the Second Merger.

Bank Merger. Simultaneously with As soon as practicable at or after the MergerEffective Time, Bryn Mawr unless otherwise determined by COFI, Liberty Federal Bank, will merge a federally chartered savings bank and wholly owned Subsidiary of Alliance ("Liberty Federal"), shall be merged with and into WSFS Charter One Bank, with WSFS Bank F.S.B., a federally chartered savings bank and wholly-owned Subsidiary of Charter Michigan ("Charter One Bank"). Such merger is sometimes referred to herein as the Surviving Bank. Following the "Bank Merger, the separate existence of Bryn Mawr Bank shall terminate. 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 the Subsidiary Plan of mergerMerger, in substantially the form of Exhibit C (the “Subsidiary Plan of Merger”). C. In order to obtain the necessary 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 of the Bank Mergerapproval: (ia) Bryn Mawr Alliance shall cause the board Board of directors Directors of Bryn Mawr Bank Liberty Federal to approve the Subsidiary Plan of Merger, and Bryn Mawr, Alliance as the sole shareholder of Bryn Mawr Bank, Liberty Federal shall approve the Subsidiary Plan of Merger Merger, and Bryn Mawr Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Bank Liberty Federal and delivered to WSFSCOFI; and (iib) Bryn Mawr Charter Michigan shall cause the board Board of directors 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 One Bank to approve the Subsidiary Plan of Merger, and WSFS, Charter Michigan as the sole stockholder shareholder of WSFS Bank, Charter One Bank shall approve the Subsidiary Plan of Merger Merger, and WSFS Charter Michigan shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Charter One Bank and delivered to Bryn MawrAlliance. Prior to At the Effective Timerequest of COFI, Bryn Mawr Alliance shall cause Bryn Mawr BankLiberty Federal, and WSFS Charter Michigan shall cause WSFS Charter One Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary combination 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 MergerEffective Time.

Bank Merger. Simultaneously with Immediately following the Merger, Bryn Mawr BankBay Bank (“Bay Bank ”), an Alabama state chartered bank and wholly-owned Subsidiary of BCB, will merge (the “Bank Merger”) with and into WSFS BankThe First, with WSFS A National Banking Association, a wholly-owned Subsidiary of FBMS (“The First”). The First shall be the surviving entity in the Bank as Merger and shall continue its corporate existence under the Surviving Bank. Following name “The First, A National Banking Association”, and, following the Bank Merger, the separate corporate existence of Bryn Mawr Bay Bank shall terminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Mergercease. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the a form of Exhibit C to be specified by FBMS in consultation with BCB (the “Subsidiary Plan of Merger”). In order to obtain the necessary 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 approval of the Bank Mergersuch Regulatory Approvals as to such Party: (ia) Bryn Mawr BCB shall cause the board of directors of Bryn Mawr Bay Bank to approve the Subsidiary Plan of Merger, and Bryn MawrBCB, as the sole shareholder of Bryn Mawr BankBay Bank , shall approve the Subsidiary Plan of Merger and Bryn Mawr BCB shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Bay Bank and delivered to WSFS; FBMS and (iib) Bryn Mawr FBMS 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 The First to approve the Subsidiary Plan of Merger, and WSFSFBMS, as the sole stockholder shareholder of WSFS BankThe First, shall approve the Subsidiary Plan of Merger and WSFS FBMS shall cause The First to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn MawrBCB. Prior to the Effective Time, Bryn Mawr BCB shall cause Bryn Mawr Bay Bank, and WSFS FBMS shall cause WSFS BankThe First, to execute and file applicable articles or such certificates of merger, 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 MergerEffective Time.