USC Uses in Governing Law Clause

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 ____ day of January 2009 ("Effective Date") by and between TIB Financial Corp. (the "Company") with its place of business headquartered in Naples, Florida and Edward V. Lett ("Executive" or "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 Florida. 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 '1828(k) and any regulations promulgated thereunder.