1828 Uses in Governing Law Clause

Governing Law from Director Agreement

This Emeritus Director Agreement (this "Agreement") is entered into this 18th day of November, 2016 (the "Effective Date"), by and between MSB Financial Corp. (the "Company"), with its primary place of business headquartered in Millington, New Jersey, and Mr. Ferdinand J. Rossi ("Mr. Rossi").

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive laws of the State of New Jersey. Notwithstanding anything herein to the contrary, any remuneration provided to Mr. Rossi pursuant to this Agreement, or otherwise, shall be subject to and conditioned upon compliance with conditioned upon compliance with 12 USC SS 1828(k) and FDIC Regulation 12 CFR Part 359, Golden Parachute and Indemnification Payments promulgated thereunder.

GOVERNING LAW from Employment Agreement

This Agreement is made effective as of the 4th day of March, 2015 (Effective Date) by and between (i) Northwest Bank (the Bank), a Pennsylvania-chartered stock savings bank and Northwest Bancshares, Inc., a Maryland corporation (the Company), each with its principal administrative office at 100 Liberty Street, Warren, Pennsylvania 16365, (all collectively referred to as Employer) and (ii) William J. Wagner (the Executive).

GOVERNING LAW. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania but only to the extent not superseded by federal law.

Governing Law from Amended and Restated

This Benefit Maintenance Plan of Hudson City Savings Bank combines, amends and restates the ESOP Restoration Plan of Hudson City Savings Bank, the Hudson City Savings Bank Supplemental Executive Retirement Plan and the Supplementary Savings Plan of Hudson City Savings Bank, on December 19, 2006, effective as of January 1, 2005. It has been amended and restated effective as of December 31, 2008.

Governing Law. The Plan shall be construed, administered and enforced according to the laws of the State of New Jersey without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. The federal and state courts located in Bergen County, New Jersey shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any payment under this Plan, the Member and any other person claiming any rights under the Plan, agrees to submit himself, and any such legal action as he shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes. Any payments made pursuant to this Plan are subject to and conditioned upon their compliance with 12 U.S.C. section 1828(k) and any regulations promulgated thereunder.

Governing Law

Governing Law. The Plan shall be construed, administered, and enforced according to the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. Any payments made pursuant to this Plan are subject to and conditioned upon their compliance with 12 U.S.C. SS 1828(k) and any regulations promulgated thereunder.

Governing Law

Governing Law. The Plan shall be construed, administered, and enforced according to the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. Any payments made pursuant to this Plan are subject to and conditioned upon their compliance with 12 U.S.C. SS 1828(k) and any regulations promulgated thereunder.

Governing Law

Governing Law. The Plan shall be construed, administered and enforced according to the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. Any payments made pursuant to this Plan are subject to and conditioned upon their compliance with 12 U.S.C. SS 1828(k) and any regulations promulgated thereunder.

Governing Law from Consulting Agreement

THIS CONSULTING AGREEMENT, made and entered into as of the 1st day of January, 2013 (the "Agreement"), by and between ARROW FINANCIAL CORPORATION, a New York corporation ("AFC," together with its subsidiaries and affiliates, the "Company"), and RAYMOND F. O'CONOR, residing at 19 Carlyle Terrace, Saratoga Springs, New York 12806 ("Adviser").

Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York, without giving effect to the conflict of laws rules thereof. Notwithstanding anything contained herein to the contrary, any payments to Adviser by AFC, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon compliance of such payments with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. SS1828(k), and any regulations promulgated thereunder.

Governing Law from Consulting Agreement

THIS CONSULTING AGREEMENT, made and entered into as of the 1st day of January, 2013 (the "Agreement"), by and between ARROW FINANCIAL CORPORATION, a New York corporation ("AFC," together with its subsidiaries and affiliates, the "Company"), and THOMAS L. HOY, residing at 25 Pershing Road, Queensbury, New York 12804 ("Adviser").

Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York, without giving effect to the conflict of laws rules thereof. Notwithstanding anything contained herein to the contrary, any payments to Adviser by AFC, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon compliance of such payments with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. SS1828(k), and any regulations promulgated thereunder.

Governing Law from Director Agreement

This Emeritus Director Agreement (this "Agreement") is entered into this 30th day of June, 2011 (the "Effective Date"), by and between Roma Financial Corporation (the "Company"), with its primary place of business headquartered in Robbinsville, New Jersey, and Maurice T. Perilli ("Executive").

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive laws of the State of New Jersey. Notwithstanding anything herein to the contrary, any payments made to Executive pursuant to this Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC '1828(k) and any regulations promulgated thereunder.

Governing Law from Consulting Agreement

This Consulting Agreement ("Agreement") is entered into this 4th day of January 2010 ("Effective Date") by and between Sun Bancorp, Inc. (the "Company") with its primary place of business headquartered in Vineland, New Jersey and Dan Chila ("Consultant").

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive laws of the State of New Jersey. Notwithstanding anything herein to the contrary, any payments made to Consultant pursuant to the Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC SS1828(k) and any regulations promulgated thereunder.