Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC and LISB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC and LISB, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC Parent and LISB (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of AFC and LISB, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement companies and stockholders to consummate the transactions contemplated hereby are consistent with, and in furtherance of, its respective strategic business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement")combination transaction provided for herein, pursuant to which LISB has granted (i) Merger Sub will, subject to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, as a condition together with the First-Step Merger, the “Integrated Mergers”) with and inducement to LISB's willingness to enter into this AgreementParent, LISB and AFC have entered into a stock option agreement (with Parent being the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein containedsurviving corporation. The parties hereto intend that the Merger Integrated Mergers shall qualify together be treated as a reorganization single integrated transaction that qualifies as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes“IRC”) and that this Agreement is intended to be, and that the Merger shall be treated as is adopted as, a "pooling-of-interests" plan of reorganization for accounting purposes. Promptly following the consummation purposes of Sections 354, 361 and 368 of the Merger, IRC and within the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary meaning of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"Treasury regulation section 1.368-2(g). AFC Parent and LISB the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the transactionsexecution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. On the applicable Petition Dates, the Borrower and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, Xxxxxxx Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Board Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of Directors of each of AFC and LISB (i) has determined that this certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the business combination and related transactions contemplated hereby are in other commitments of the best interests of AFC and LISB, respectively, and in Existing DIP Lenders shall be converted to an exit financing facility for the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently Borrower contemporaneously with the execution and delivery occurrence of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement the effective date of the Plan of Reorganization (the "LISB Option Agreement"“Plan Effective Date”), pursuant on the terms and subject to which LISB the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has granted requested that additional first priority senior secured term loans, having terms and conditions identical to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained andfor the First Priority Term Loans, as a condition be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000, and inducement the Lenders are agreeable to LISB's willingness to enter into this Agreementsuch request, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon on the terms and subject to the conditions therein containedset forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated as of the date hereof. The parties hereto intend that the Merger shall qualify as a reorganization Borrower’s obligations under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger Bridge Loan Agreement shall be treated as a "pooling-of-interests" for accounting purposesguarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Promptly following the consummation of the MergerAccordingly, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank")hereby agree to convert, and Astoria Federal Savings amend and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunderrestate, the parties hereto adopt and make this Existing DIP Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be in its entirety as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC RCFC and LISB Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC RCFC and LISBBayonne, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFCRCFC's willingness to enter into this Agreement, AFC RCFC and LISB Bayonne have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB Bayonne has granted to AFC RCFC an option to purchase shares of LISBBayonne's common stock, par value $0.01 per share (the "LISB Bayonne Common Stock"), upon the terms and conditions therein contained andcontained; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, as a condition and inducement to LISB's willingness to enter into within twenty-one days of the date of this Agreement, LISB and AFC have entered into execute in favor of RCFC a stock option agreement (Letter Agreement in the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. form annexed as Exhibit A. The parties hereto intend that the Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated accounted for as a "pooling-of-interests" interests for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), RCFC and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB Bayonne desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to the such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC RBI and LISB TRFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC RBI and LISBTRFC, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFCRBI's willingness to enter into this Agreement, AFC RBI and LISB TRFC have entered into a stock option agreement (the "LISB TRFC Option Agreement"), pursuant to which LISB TRFC has granted to AFC RBI an option to purchase shares of LISBTRFC's common stock, par value $0.01 .01 per share (the "LISB TRFC Common Stock"), upon the terms and conditions therein contained andcontained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to LISBTRFC's willingness to enter into this Agreement, LISB RBI and AFC TRFC have entered into a stock option agreement (the "AFC RBI Option Agreement") ), pursuant to which AFC RBI has granted LISB to TRFC an option to purchase shares of AFC RBI's common stock, par value $0.01 .01 per share (the "AFC RBI Common Stock") ), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated accounted for as a "pooling-of-interests" interests for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), RBI and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB TRFC desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to the such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC and LISB (i) has determined that this Agreement On _________, the Borrower, the Lenders, the Agent and the business combination and related transactions contemplated hereby are Swap Provider entered into the Credit Agreement pursuant to which the Lenders made available to the Borrower a revolving credit facility in the best interests aggregate principal amount of AFC $_________. On or about the date hereof the Borrower intends to make a capital contribution and/or a loan to _______ Real Estate Corporation, a Delaware corporation and LISBa subsidiary of the Borrower ("BRC"), respectivelywhich such capital contribution and/or loan proceeds will be used by BRC to make a capital contribution and/or a loan to ________ Property Trust, and in a real estate investment trust organized under the best long-term interests laws of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings State of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement Maryland (the "LISB Option AgreementJV") in which BRC owns 100% of the outstanding Class A common shares (representing 80% of the total outstanding common shares) and ProLogis ("ProLogis") owns 100% of the outstanding Class B common shares (representing 20% of the total outstanding common shares), which such capital contribution and/or loan proceeds will be used by the JV to make a capital contribution and/or a loan to ProLogis Six Rivers Limited Partnership, a Delaware limited partnership ("Six Rivers"), pursuant which such capital contribution and/or loan proceeds will be used by Six Rivers to which LISB acquire certain commercial real estate from Keystone Property Trust. In order to make the necessary funds available for such capital contributions and/or loans the Borrower has granted requested that the Lenders temporarily increase the amount available under the revolving credit facility by $_______ to AFC an option aggregate principal amount of $________. The Borrower has also requested and the Required Lenders have agreed, subject to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained andof this Amendment, to amend certain provisions of the Credit Agreement, as a condition and inducement to LISB's willingness to enter into this Agreementset forth herein. Accordingly, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) in consideration of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, premises and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Mergermutual agreements herein contained, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be agree as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC and LISB NFB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC NFB and LISB, respectively, and in the best long-term interests of their respective its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies strategy and (iii) has approvedapproved this Agreement. The Board of Directors of JSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of JSB and in the best long-term interests of its stockholders, at meetings of each of such Boards of Directors(ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFCNFB's willingness to enter into this Agreement, AFC NFB and LISB JSB have entered into a stock option agreement (the "LISB JSB Option Agreement"), pursuant to which LISB JSB has granted to AFC NFB an option to purchase shares of LISBJSB's common stock, par value $0.01 .01 per share (the "LISB JSB Common Stock"), upon the terms and conditions therein contained andcontained. Following the consummation of the Merger (as defined below), as Jamaica Savings Bank, a condition wholly owned subsidiary of JSB Financial, Inc. ("JSB Bank"), may be merged with and inducement to LISB's willingness to enter into this AgreementNorth Fork Bank, LISB and AFC have entered into a stock option agreement wholly owned subsidiary of North Fork Bancorporation, Inc. ("NFB Bank"), with NFB Bank being the surviving entity ("AFC Option AgreementBank Merger") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained). The parties hereto intend that the Merger and the Bank Merger, if effected, each shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated accounted for as a "pooling-of-interests" interests for financial accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), NFB and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB JSB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to the such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC and LISB NFB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC NFB and LISB, respectively, and in the best long-term interests of their respective its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies strategy and (iii) has approvedapproved this Agreement. The Board of Directors of JSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of JSB and in the best long-term interests of its stockholders, at meetings of each of such Boards of Directors(ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFCNFB's willingness to enter into this Agreement, AFC NFB and LISB JSB have entered into a stock option agreement (the "LISB JSB Option Agreement"), pursuant to which LISB JSB has granted to AFC NFB an option to purchase shares of LISBJSB's common stock, par value $0.01 .01 per share (the "LISB JSB Common Stock"), upon the terms and conditions therein contained andcontained. Following the consummation of the Merger (as defined below), as Jamaica Savings Bank, a condition wholly owned subsidiary of JSB Financial, Inc. ("JSB Bank"), may be merged with and inducement to LISB's willingness to enter into this AgreementNorth Fork Bank, LISB and AFC have entered into a stock option agreement wholly owned subsidiary of North Fork Bancorporation, Inc. ("NFB Bank"), with NFB Bank being the surviving entity ("AFC Option AgreementBank Merger") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained). The parties hereto intend that the Merger and the Bank Merger, if effected, each shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated accounted for as a "pooling-of-interests" of- interests for financial accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), NFB and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB JSB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to the such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The respective Boards of Directors of Newco, MHC, Bradford and Bradford Bank (collectively, the "Bradford Parties") and the Board of Directors of Patapsco have each of AFC and LISB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of AFC and LISB, respectively, and in the best long-term interests of their respective stockholderscorporations and stockholders or members, (ii) has determined that this Agreement and as the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreementcase may be. Concurrently In connection with the execution and delivery Merger, it is intended that MHC will convert from the mutual form of this Agreement, and as a condition and inducement organization to AFC's willingness the capital stock form of organization pursuant to enter into this Agreement, AFC and LISB have entered into a stock option agreement certain transactions (the "LISB Option AgreementConversion")) as the result of which, pursuant to which LISB has granted to AFC an option to purchase shares inter alia, Bradford Bank will become a wholly owned subsidiary of LISB's Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, par value $0.01 per share and if necessary a community and/or syndicated community offering, all pursuant to a plan of conversion, substantially in the form attached at Exhibit A hereto and subject to regulatory review and amendment in connection with such review as provided therein (the "LISB Common StockPlan of Conversion"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), IRC for federal income tax purposes, and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the The parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to the transactionsBradford Parties' willingness to enter into this Agreement, each of the members of the Board of Directors of Patapsco has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which he or she will vote his or her shares of Patapsco Common Stock in favor of this Agreement and the transactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC RCFC and LISB Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC RCFC and LISBBayonne, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFCRCFC's willingness to enter into this Agreement, AFC RCFC and LISB Bayonne have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB Bayonne has granted to AFC RCFC an option to purchase shares of LISBBayonne's common stock, par value $0.01 per share (the "LISB Bayonne Common Stock"), upon the terms and conditions therein contained andcontained; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, as a condition and inducement to LISB's willingness to enter into within twenty-one days of the date of this Agreement, LISB and AFC have entered into execute in favor of RCFC a stock option agreement (Letter Agreement in the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. form annexed as Exhibit A. The parties hereto intend that the Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated accounted for as a "pooling-of-interests" purchase business combination for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), RCFC and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB Bayonne desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to the such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board Boards of Directors of each of AFC Purchaser, Purchaser Bank and LISB (i) has CMYF have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of AFC Purchaser, Purchaser Bank and LISBCMYF, respectivelyas the case may be, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended (the "Code"), defined herein) for federal income tax purposes, purposes and that the Merger shall this Agreement be treated and is hereby adopted as a "pooling-of-interests" for accounting purposes. Promptly following “plan of reorganization” within the consummation meaning of Sections 354 and 361 of the MergerIRC. Purchaser, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), Purchaser Bank and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB CMYF each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, each executive officer and member of the transactionsBoard of Directors of CMYF has entered into an agreement dated as of the date hereof in the form of Exhibit A, pursuant to which he or she will vote his or her shares of CMYF Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As a further condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, each executive officer and member of the Board of Directors of CMYF has entered into an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which he or she will agree to certain non-solicitation provisions (each, a Non-Solicitation Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC FFBSW and LISB GFSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of AFC and LISBFFBSW or GFSB, respectivelyas the case may be, and in the best long-term interests of their respective stockholdersthe stockholders of FFBSW or GFSB, as the case may be, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein containedstrategies. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), IRC for federal income tax purposes, . FFBSW and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB GFSB each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to FFBSW's willingness to enter into this Agreement, at or prior to the transactionsdate of this Agreement, each of the members of the Board of Directors of GFSB has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he will vote his shares of --------- GFSB Common Stock in favor of this Agreement and the transactions contemplated hereby . As a condition and inducement to GFSB's willingness to enter into this Agreement, each director and advisory director of FFBSW has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which --------- he or she will vote his or her shares of FFBSW Common Stock in favor of this Agreement and the transactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC RCFC and LISB Ironbound (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC RCFC and LISBIronbound, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFCRCFC's willingness to enter into this Agreement, AFC RCFC and LISB Ironbound have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB Ironbound has granted to AFC RCFC an option to purchase shares of LISBIronbound's common stock, par value $0.01 5.00 per share (the "LISB Ironbound Common Stock"), upon the terms and conditions therein contained andcontained; and certain officers and directors of Ironbound will each, as a condition and inducement to LISB's willingness to enter into within fourteen days of the date of this Agreement, LISB and AFC have entered into execute in favor of RCFC a stock option agreement (Letter Agreement in the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. form annexed as Exhibit A. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated accounted for as a "pooling-of-interests" interests for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), RCFC and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB Ironbound desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to the such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC Reliance, Reliance Bank and LISB Continental (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC Reliance, Reliance Bank and LISBContinental, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFCReliance's willingness to enter into this Agreement, AFC Reliance and LISB Continental have entered into a stock option agreement Stock Option Agreement (the "LISB Option Agreement"), ) pursuant to which LISB Continental has granted to AFC Reliance an option to purchase shares of LISBContinental's common stock, par value $0.01 5.00 per share (the "LISB Continental Common Stock"), upon the terms and conditions therein contained andcontained; and certain officers and directors of Continental will each, as a condition and inducement to LISB's willingness to enter into within five business days of the date of this Agreement, LISB execute in favor of Reliance a Letter Agreement in the form annexed as Exhibit A and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares certain affiliates of AFC common stockContinental will each, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) within five business days of the Internal Revenue Code date of 1986this Agreement, execute in favor of Reliance a Letter Agreement in the form annexed as amended (the "Code"), for federal income tax purposes, Exhibit B. Reliance and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB Continental desire to make certain representations, warranties and agreements in connection with the business combination transactions transaction provided for herein and to prescribe various conditions to the transactionstransaction. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC STX Acquisition Corp., a Delaware corporation, acquired Sterling Chemicals, Inc. ("SCI"), a Delaware corporation (the "SCI Acquisition") pursuant to the Merger Agreement (defined below) between STX Acquisition Corp. and LISB (i) has determined that this Agreement SCI. Upon the terms and subject to the business combination and related transactions contemplated hereby are conditions set forth in the best interests Merger Agreement, STX Acquisition Corp. merged with and into SCI (the "Merger"). From and after the time that the Merger occurred, the separate corporate existence of AFC STX Acquisition Corp. ceased and LISB, respectively, SCI continued as the surviving corporation and succeeded to and assumed all the rights and obligations of STX Acquisition Corp. in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently accordance with the execution General Corporation Law of the State of Delaware. STX Acquisition Corp. formed STX Chemicals Corp. for purposes of acquiring all of the assets and delivery liabilities of this SCI (the "SCI Asset Conveyance") simultaneously with the time that the Merger occurred. Substantially contemporaneously with the SCI Asset Conveyance and Merger, STX Chemicals Corp. was renamed "Sterling Chemicals, Inc." and SCI was renamed Sterling Chemicals Holdings, Inc. ("Holdco"). STX Chemicals Corp. entered into that certain Credit Agreement dated as of the STX Closing Date (defined below) (as amended, the "Original Credit Agreement"), by and among STX Chemicals Corp., as borrower, Texas Commerce Bank National Association, individually, as a lender, as an issuing bank, and as administrative agent, Credit Suisse, individually, as a condition lender, as an issuing bank and inducement to AFC's willingness to enter into this Agreementas documentation agent, AFC each additional issuing bank under such credit agreement and LISB have entered into each of the lenders that were or became a stock option agreement signatory thereto (individually, an "Original Lender" and, collectively, the "LISB Option AgreementOriginal Lenders"), pursuant to which LISB has granted the Original Lenders agreed to AFC an option provide credit facilities to purchase shares the Company in the amount of LISB's common stock, par value up to $0.01 per share 456,500,000 (the "LISB Common StockSTX Facilities"), upon consisting of $100,000,000 of Revolving Credit Loans, $200,000,000 of Tranche A Term Loans (the terms "Original Tranche A Term Loans"), $150,000,000 of Tranche B Term Loans (the "Original Tranche B Term Loans") and conditions therein contained and$6,500,000 of ESOP Term Loans. Proceeds of the Original Tranche A Term Loans and Original Tranche B Term Loans were used solely (i) to finance a portion of the SCI Acquisition, (ii) to refinance existing indebtedness and to assume the obligations under the Outstanding Letters of Credit of SCI, and (iii) to finance fees and expenses relating to the financing of the SCI Acquisition. Proceeds of the Revolving Credit Loans have been and will be used solely to finance ongoing working capital requirements and for general corporate purposes of the Company and were used to finance a portion of the SCI Acquisition. Proceeds of the ESOP Term Loans were used solely to fund the Secondary ESOP Loan (as defined herein), and will be used by the ESOP solely for the purchase of Holdco Common Stock. 10 On January 31, 1997, the Company entered into an additional Credit Agreement dated as of January 31, 1997 (as amended, the "AFB Acquisition Credit Agreement"), by and among the Company, Texas Commerce Bank National Association, individually, as a condition lender, and inducement as administrative agent under the AFB Acquisition Credit Agreement, Credit Suisse First Boston, individually, as a lender, and as documentation agent under the AFB Acquisition Credit Agreement, and each of the lenders that were or became a signatory thereto (individually, an "AFB Lender" and, collectively, the "AFB Lenders"), pursuant to LISB's willingness which the AFB Lenders agreed to provide credit facilities to the Company in the amount of up to $81,000,000 (the "AFB Facilities"), consisting of $31,000,000 of Tranche A Term Loans (the "AFB Tranche A Term Loans") and $50,000,000 of Tranche B Term Loans (the "AFB Tranche B Term Loans"). Proceeds of the AFB Tranche A Term Loans and AFB Tranche B Term Loans were used solely (i) to finance a portion of the AFB Acquisition (as defined below), (ii) to finance fees and expenses relating to the financing of the AFB Acquisition and (iii) fund up to $1,000,000 of the Secondary ESOP Loan. The Company entered into that certain First Amendment to Credit Agreement ("STX First Amendment") dated as of January 31, 1997, by and among the Company, Texas Commerce Bank National Association, individually, as an issuing bank and as administrative agent under the Original Credit Agreement and Credit Suisse First Boston (formerly known as Credit Suisse), individually, as an issuing bank and as documentation agent under the Original Credit Agreement and the Original Lenders, amending the Original Credit Agreement to permit the AFB Acquisition and to permit the Company to enter into this the AFB Acquisition Credit Agreement. In connection with the AFB Acquisition Credit Agreement and the STX First Amendment, LISB the Original Lenders and AFC have entered into a stock option agreement the AFB Lenders agreed pursuant to an Intercreditor Agreement dated as of January 31, 1997 (the "AFC Option Intercreditor Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock), par value $0.01 per share by and among the Original Lenders, Texas Commerce Bank National Association, as administrative agent under the Original Credit Agreement (the "AFC Common StockOriginal Administrative Agent") upon ), the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify AFB Lenders, Texas Commerce Bank National Association, as a reorganization administrative agent under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended AFB Acquisition Credit Agreement (the "CodeAFB Administrative Agent")) and the Company, for federal income tax purposesthat they would rank pari passu with one another in respect of certain payments, recoveries, collateral or security under the Original Credit Agreement and the AFB Acquisition Credit Agreement and that the Merger shall such payments, recoveries, collateral and security would be treated as made on a "pooling-of-interests" for accounting purposespro rata basis. Promptly following the consummation In connection with SCI Acquisition, Holdco funded a portion of the MergerSCI Acquisition price through the issuance of its $191,751,000 Senior Secured Discount Notes (the "Senior Secured Discount Notes") under the terms of that certain $191,751,000 13 1/2% Senior Secured Discount Notes due 2008 Indenture dated as of August 15, the parties hereto intend that The Long Island Savings 1996, with Fleet National Bank, FSB, a wholly owned subsidiary of LISB as trustee (the "LISB BankSenior Secured Discount Notes Indenture"), and Astoria Federal Savings and Loan Association, the Company funded a wholly owned subsidiary portion of Astoria the SCI Acquisition price through the issuance of its $275,000,000 Senior Subordinated Notes (the "AssociationSenior Subordinated Notes") shall be merged under the terms of that certain $275,000,000 11 3/4% Senior Subordinated Notes due 2006 Indenture dated as of August 15, 1996, with Fleet National Bank, as trustee (the "Bank MergerSenior Subordinated Notes Indenture"). AFC and LISB desire to make certain representationsOn April 7, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunder1997, the parties hereto adopt and make this Agreement and prescribe Company issued its Senior Subordinated Notes in an aggregate principal amount of $150,000,000 (the "Additional Senior Subordinated Notes") under the terms of that certain $150,000,000 Senior Subordinated Notes Due 2007 Indenture dated as of April 7, 1997, with Fleet National Bank, as trustee (the "Additional Senior Subordinated Notes Indenture") and conditions hereof and used a portion of the manner and basis of carrying it into effect, which shall be as follows:proceeds thereof to