Common use of Board Recommendation Clause in Contracts

Board Recommendation. The board of directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.

Board Recommendation. The board As of directors the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement the Transaction Documents and the transactions contemplated herebythereby, including the Merger Offer and Bank the Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of the Company Common Stock accept the Offer and approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present participating (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions transaction contemplated hereby, including the Merger and Bank Merger, taken together, hereby are fair to and in the best interests of the shareholders stockholders of the Company and approved the same by at least a majority vote and (iib) resolved to recommend that the holders of the shares of the Company Common Stock Shares approve this AgreementAgreement and the transactions contemplated hereby.

Board Recommendation. The board of directors of the CompanyBoard, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) ) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders of the Company (other than Purchaser or any affiliate thereof) and (iib) resolved to recommend that the such holders of the shares of the Company Common Stock approve and adopt this AgreementAgreement and approve the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.and

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in officeA) (i) determined that approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, (B) determined that the Merger is advisable and that the terms of the Merger are fair to to, and in the best interests of of, the shareholders Company’s stockholders, and (iiC) resolved to recommend that the holders of Company’s stockholders approve and adopt this Agreement and the shares of the Company Common Stock approve this AgreementMerger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and heldheld on October 17, has 2004, has, upon recommendation of the Special Committee, by unanimous the vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are advisable and fair to and in the best interests of the shareholders Company and the stockholders of the Company and has approved the same and (ii) resolved to recommend recommend, subject to their fiduciary duties under applicable Law and subject to Section 5.2(d), that the holders of the shares of the Company Common Stock approve and adopt this Agreement.

Board Recommendation. The board As of directors the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement the Transaction Documents and the transactions contemplated herebythereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are advisable and are fair to and in the best interests of the shareholders stockholders of the Company, and (iib) resolved to recommend that the holders of the shares of capital stock of the Company Common Stock approve adopt this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all 100% of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders Company's Stockholders, and (iib) resolved to recommend that the holders of the shares of the Company Common Stock Company's Stockholders approve this AgreementAgreement and the transactions contemplated herein, including the Merger (the "Company Board Recommendation").

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherthe transactions contemplated thereby, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that to the holders of the shares of Shares that they approve the Company Common Stock approve this AgreementMerger and the transactions contemplated thereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) unanimously (i) approved this Agreement, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, hereby are fair to advisable and in the best interests of the shareholders holders of Company Shares and (iiiii) resolved to recommend recommended that the holders of Company's stockholders adopt this Agreement and approve the shares of Merger and the Company Common Stock approve this Agreementother transactions contemplated hereby.

Board Recommendation. The board of directors of the CompanyCompany Board, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of duly and unanimously, subject to the directors present (who constituted all of the directors then in office) terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders of the Company and (ii) subject to Section 6.1(c) hereof, resolved to recommend that the holders of the shares of the Company Common Stock Shares approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, -------------------- at a meeting duly called and held, has by unanimous vote of approved the directors present (who constituted all of Distribution, this Agreement and the directors then in office) Voting Agreement and (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Mergerthe Distribution, taken together, together are fair to advisable and in the best interests of the shareholders stockholders of the Company; and (ii) resolved to recommend that the holders of the shares stockholders of the Company Common Stock approve adopt this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherthe transactions contemplated thereby, are fair to and in the best interests of the shareholders stockholders of the Company and (ii) resolved to recommend that the holders of the shares of the Company Common Stock Shares approve this Agreement, the Merger and the transactions contemplated hereby and thereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in officeA) (i) determined that unanimously adopted this Agreement (including all terms and conditions set forth herein) and approved the transactions contemplated hereby, including the Merger and Bank Merger, taken together, (B) determined that the Merger is advisable and that the terms of the Merger are fair to to, and in the best interests of of, the shareholders Company’s stockholders, and (iiC) resolved to recommend that the holders of Company’s stockholders adopt this Agreement and approve the shares of Merger and the Company Common Stock approve this Agreementother transactions contemplated hereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in officeA) (i) determined that unanimously approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, (B) determined that the Merger is advisable and that the terms of the Merger are fair to to, and in the best interests of of, the shareholders Company’s stockholders, and (iiC) subject to Section 5.2, resolved to recommend that the holders of Company’s stockholders approve and adopt this Agreement and the shares of the Company Common Stock approve this AgreementMerger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all 100% of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are advisable and fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve and adopt this AgreementAgreement and the transactions contemplated herein, including the Merger (the "Company Board Recommendation").

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that the Offer, this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to advisable and in the best interests of the shareholders Company and the stockholders of the Company, and (iib) subject to the other provisions hereof, resolved to recommend that the holders of the shares of the Company Common Stock approve the Offer, this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) approved this Agreement and (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Offer and Bank the Merger, taken together, together are fair to and in the best interests of the shareholders stockholders of the Company; and (ii) resolved to recommend that the holders of the shares stockholders of the Company Common Stock tender their Shares into the Offer, adopt this Agreement and approve this Agreementthe Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in officeA) (i) determined that unanimously adopted this Agreement (including all terms and conditions set forth herein) and approved the transactions contemplated hereby, including the Merger and Bank Merger, taken together, (B) determined that the Merger is advisable and that the terms of the Merger are fair to to, and in the best interests of of, the shareholders Company and its shareholders, and (iiC) resolved to submit this Agreement to the Company’s shareholders and recommend that the holders of the shares of the Company Common Stock Company’s shareholders approve this Agreement, the Merger, and the other transactions contemplated hereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger and Bank Merger, taken togetherthe transactions contemplated thereby, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that to the holders of the shares of Shares that they tender their Shares pursuant to the Company Common Stock Offer and/or approve this Agreementthe Merger and the transactions contemplated thereby.

Board Recommendation. The board Board of directors Directors of the CompanyCompany has, by a unanimous vote at a meeting of such Board duly called held on April 28, 1998, approved and heldadopted this Agreement, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement Merger and the other transactions contemplated hereby, including and determined that this Agreement, the Merger and Bank Mergerthe other transactions contemplated hereby, taken together, are fair to and in the best interests interest of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve and adopt this Agreement, the Merger and the other transactions contemplated hereby.

Board Recommendation. The board As of directors the date hereof, the Board of -------------------- Directors of the Company, at a meeting duly called and held, has by the unanimous vote of the directors present (who constituted all of the directors then in office) at such meeting, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherare advisable, are fair to and in the best interests of the shareholders stockholders of the Company and has approved the same and (ii) resolved to recommend recommend, subject to their fiduciary duties under applicable Law and Section 5.01, that the holders of the shares of the Company Common Stock approve and adopt this Agreement.

Board Recommendation. The board As of directors the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement the Transaction Documents and the transactions contemplated herebythereby, including the Offer and the Merger and Bank Mergerprovided for by this Agreement, taken together, are fair to and in the best interests of the shareholders stockholders of the Company and has approved the same and (ii) resolved to recommend recommend, subject to Section 6.2 hereof, the Offer and that the holders of the shares of the Company Common Stock approve this Agreement.Company

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) has: (i) determined that this Agreement and the transactions contemplated hereby, including inclusive of the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company; and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, inclusive of the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present unanimously (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Mergerthe other transactions contemplated by this Agreement, taken together, are fair to to, and in the best interests of, the Company and the holders of the shareholders Common Stock, (b) authorized and approved this Agreement, the Merger and the other transactions contemplated hereby, and (iic) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement, the Merger and the other transactions contemplated hereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Merger, and Bank Mergerthe Stock Exchange Agreement and the transactions contemplated thereby, including the Exchange, taken together, are fair to and in the best interests of the shareholders stockholders of the Company (other than the Stockholder and its affiliates), and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve and adopt this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of at the directors then in office) meeting (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, together are fair to and in the best interests of the shareholders Company Stockholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock Stockholders approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board On or prior to the date hereof, the Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders Company's stockholders and has approved the same and (iib) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreementthe Merger.

Board Recommendation. The board of directors of the CompanyCompany Board, at a meeting duly called and held, and at which all directors were in attendance and voted, has by unanimous vote of the directors present unanimously (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated herebyTransactions, including the Merger and Bank Merger, taken together, are advisable, fair to and in the best interests of the shareholders Company and the Company Stockholders, (b) approved this Agreement and the Merger, (c) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (iid) resolved to recommend that the holders of Company Stockholders adopt this Agreement (the shares of the “Company Common Stock approve this AgreementBoard Recommendation”).

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherthe transactions contemplated thereby, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of Shares approve the Company Common Stock approve this AgreementMerger and the transactions contemplated thereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of has, subject to the directors present (who constituted all of the directors then terms and conditions set forth in office) this Agreement, unanimously (i) determined that declared this Agreement and the transactions contemplated herebyAgreement, including the Merger and Bank Merger, taken together, are fair to the other Transactions advisable and in the best interests of the shareholders and Company Stockholders; (ii) resolved to recommend that the holders of the shares of Company Stockholders adopt this Agreement; and (iii) directed that this Agreement be submitted to the Company Common Stock approve this AgreementStockholders for adoption (collectively, the “Company Recommendation”).

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of duly and unanimously, subject to the directors present (who constituted all of the directors then in office) terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders of the Company and (ii) subject to the other provisions hereof, resolved to recommend that the holders of the shares of the Company Common Stock Shares approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous the requisite vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, hereby are fair to and in the best interests of the shareholders of the Company and has approved the same, (ii) resolved to recommend recommend, subject to the board's fiduciary duties, that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein and (iii) resolved to call a special meeting of the shareholders of the Company to approve the Merger.

Board Recommendation. The board On the date hereof, the Board of directors Directors of the Company, at a meeting duly called and held, has by the unanimous vote of the directors present (who constituted all of the directors then in office) at such meeting, (i) determined that this Agreement and the Merger and the other transactions contemplated hereby, including the Merger and Bank Merger, taken together, hereby are fair to and in the best interests of the shareholders stockholders of the Company, (ii) adopted this Agreement and approved the Merger and (iiiii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at -------------------- a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all 100% of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, -------------------- at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) approved this Agreement and (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Offer and Bank the Merger, taken together, together are fair to and in the best interests of the shareholders stockholders of the Company; and (ii) resolved to recommend that the holders of the shares stockholders of the Company Common Stock tender their Shares into the Offer, adopt this Agreement and approve this Agreementthe Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, hereby are fair to and in the best interests of the shareholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares shareholders of the Company Common Stock approve this AgreementAgreement and the transactions contemplated hereby.

Board Recommendation. The board As of directors the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by unanimous vote of unanimously approved this Agreement and the directors present (who constituted all of the directors then in office) transactions contemplated hereby and (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, together are fair to and in the best interests of the shareholders stockholders of the Company; and (ii) resolved to recommend that the holders of the shares stockholders of the Company Common Stock approve adopt this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to advisable and in the best interests of the shareholders Company and its stockholders, and (iib) subject to the other provisions hereof, resolved to recommend that the holders of the shares of the Company Company's Common Stock approve this AgreementAgreement and the transactions contemplated hereby.

Board Recommendation. The board Board of directors Directors of the Company, -------------------- at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Merger, and Bank Mergerthe Stock Exchange Agreement and the transactions contemplated thereby, including the Exchange, taken together, are fair to and in the best interests of the shareholders stockholders of the Company (other than the Stockholder and its affiliates), and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve and adopt this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) participating (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company and has approved the same, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) participating (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company and has approved the same, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.Agreement and the transactions contemplated herein, including the Merger. (s)

Board Recommendation. The board Board of directors Directors of the -------------------- Company, at a meeting duly called and heldpursuant to an action in writing, has by unanimous vote action of the directors present (who constituted all of the directors then in office) office (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, -------------------- at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its stockholders and (b) resolved to recommend that the holders of Company Common Stock approve this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and heldheld on December 8, 2002 (the "Board Meeting"), has by the unanimous vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are advisable and fair to and in the best interests of the shareholders Company and the stockholders of the Company and has approved the same and (ii) resolved to recommend recommend, subject to their fiduciary duties under applicable Law and Sections 5.2 and 5.11, that the holders of the shares of the Company Common Stock approve and adopt this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in officeA) (i) determined that unanimously adopted this Agreement (including all terms and conditions set forth herein) and approved the transactions contemplated hereby, including the Merger and Bank Merger, taken together, (B) determined that the Merger is advisable and that the terms of the Merger are fair to to, and in the best interests of of, the shareholders Company and its shareholders, and (iiC) resolved to submit this Agreement to the Company's shareholders and recommend that the holders of the shares of the Company Common Stock Company's shareholders approve this Agreement, the Merger, and the other transactions contemplated hereby.

Board Recommendation. The board Board of directors Directors of the Company, at a -------------------- meeting duly called and held, has by a unanimous vote of the those directors present (who constituted all of i) approved the directors then in office) Merger and declared it advisable, (iii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (iiiii) resolved subject to its fiduciary duties under applicable law to recommend that the holders of the shares stockholders of the Company Common Stock approve adopt this Agreement.

Board Recommendation. The board As of directors the date hereof, the Board of Directors of the Company, at a meeting duly called and heldheld on July 21, 2003, acting upon the recommendation of the Independent Committee, has by unanimous vote of the directors present (who constituted all of the directors then in office) vote, (i) approved the Merger and this Agreement, (ii) determined that this Agreement is advisable and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are is fair to and in the best interests of the shareholders of the Company and (iiiii) subject to the terms of the Merger and this Agreement, resolved to recommend that the holders of the shares of the Company Common Stock adopt this Agreement and approve this Agreementthe Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and heldheld on the date of execution of this Agreement, has by unanimous vote of the directors present (who constituted all of the directors then in office) unanimously approved this Agreement and (i) determined that this Agreement and the transactions contemplated herebytransactions, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders of the Company and declared the Merger to be advisable; (ii) resolved to recommend approved this Agreement; and (iii) recommended that the holders of the shares shareholders of the Company Common Stock approve and adopt this AgreementAgreement and approve the Merger and directed that such matter be submitted to the Company's shareholders at the Company's Shareholders' Meeting.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherthe transactions contemplated thereby, are fair to and in the best interests of the shareholders of the Company, and (ii) resolved to recommend that to the holders of the shares of Shares that they approve the Company Common Stock approve this AgreementMerger and the transactions contemplated thereby.

Board Recommendation. The board Board of directors Directors of the Company, at a -------------------- meeting duly called and held, has by unanimous vote of duly and unanimously, subject to the directors present (who constituted all of the directors then in office) terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders of the Company and (ii) subject to the other provisions hereof, resolved to recommend that the holders of the shares of the Company Common Stock Shares approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a -------------------- meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to advisable and in the best interests of the shareholders Company and its stockholders, and (iib) subject to the other provisions hereof, resolved to recommend that the holders of the shares of the Company Company's Common Stock approve this AgreementAgreement and the transactions contemplated hereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherare advisable, are fair to and in the best interests of the shareholders stockholders and has adopted this Agreement, (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve and adopt this AgreementAgreement and approve the Merger and (iii) directed that this Agreement be submitted to the holders of Company Common Stock for their adoption.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and heldheld on February 26, 2002, has by unanimous vote of the directors present (who constituted all of the directors then in office) approved this Agreement and (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, together are fair to and in the best interests of the shareholders stockholders of the Company and declared the Merger to be advisable; (ii) approved this Agreement; and (iiiii) resolved to recommend that the holders of the shares stockholders of the Company Common Stock approve and adopt this AgreementAgreement and the Merger and directed that such matters be submitted to the Company's stockholders at the Company's Stockholder Meeting.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and heldheld on November 11, 2002, has by unanimous vote of the directors present (who constituted all of the directors then in office) unanimously (i) determined that this Agreement and the transactions contemplated herebyTransactions, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders of the Company and declared the Merger to be advisable; (ii) resolved to recommend approved this Agreement and the Tender and Voting Agreement; and (iii) recommended that the holders of the shares stockholders of the Company Common Stock approve and adopt this AgreementAgreement and approve the Merger and directed that such matter be submitted to the Company’s shareholders at the Company’s Shareholders’ Meeting.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by a unanimous vote of the those directors present (who constituted all of i) approved the directors then in office) Merger and declared it advisable, (iii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (iiiii) resolved subject to its fiduciary duties under applicable law to recommend that the holders of the shares stockholders of the Company Common Stock approve adopt this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, Company has by unanimous vote action of the directors present (who constituted all of the directors then in office) office (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board On or prior to the date hereof, the Board of directors Directors of the Company▇▇▇▇▇▇▇▇, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Offer and Bank the Merger, taken together, are fair to and in the best interests of the shareholders stockholders of ▇▇▇▇▇▇▇▇ and has approved the same and (ii) resolved to recommend that the holders of the shares of ▇▇▇▇▇▇▇▇ Shares accept the Company Common Stock Offer and approve this Agreementthe Merger.

Board Recommendation. The board As of directors the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all of the directors then in office) (i) determined that this Agreement the Transaction Documents and the transactions contemplated herebythereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.stockholders of

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to advisable and in the best interests of the shareholders Company and its stockholders , and (iib) subject to the other provisions hereof, resolved to recommend that the holders of the shares of the Company Company's Common Stock approve this AgreementAgreement and the transactions contemplated hereby.

Board Recommendation. The board of directors As of the Companydate hereof, each of the Board of Directors of the Company and the Independent Committee, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) have each unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, hereby are fair to and in the best interests of the shareholders holders of the Class A Common Stock and have approved the same, (ii) resolved to recommend that the holders of the shares of the Company Common Stock Company's stockholders approve this AgreementAgreement and the transactions contemplated herein and (iii) approved and recommended for adoption to the Company's stockholders the Amendments.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) (ipresent(i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are advisable and are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock Shares approve this AgreementAgreement and the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its stockholders and (b) resolved to recommend that the holders of Company Common Stock approve this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherthe transactions contemplated thereby, are fair to and in the best interests of the shareholders of the Company, and (ii) resolved to recommend that to the holders of Company Shares that they approve the shares of Merger Agreement and the Company Common Stock approve this Agreementtransactions contemplated thereby.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (ii) resolved to recommend that the holders of the shares stockholders of the Company Common Stock approve and adopt this AgreementAgreement and the transactions contemplated herein.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous the vote of the those directors present (who constituted all but one of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken togetherShare Exchange, are fair to and in the best interests of the shareholders of the Company and has approved the same, and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Share Exchange.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous at least a majority vote of the those directors present (who constituted all of i) approved the directors then in office) Merger and declared it advisable, (iii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders stockholders of the Company, and (iiiii) resolved to recommend that the holders of the shares stockholders of the Company Common Stock approve adopt this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Merger, and Bank Mergerthe Stock Exchange Agreement and the transactions contemplated thereby, including the Exchange, taken together, are fair to and in the best interests of the shareholders stockholders of the Company (other than the Stockholder and its affiliates), and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this AgreementAgreement and the transactions contemplated herein, including the Merger.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the those directors present (who constituted all of the directors then in office) ) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are advisable and are fair to and in the best interests of the shareholders stockholders of the Company, and (iib) resolved to recommend that the holders of the shares of capital stock of the Company Common Stock approve adopt this Agreement.

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to advisable and in the best interests of the shareholders Company and its stockholders, and (iib) subject to the other provisions hereof, resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.Common

Board Recommendation. The board Board of directors Directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in officeA) (i) determined that unanimously adopted this Agreement (including all terms and conditions set forth herein) and approved the transactions contemplated hereby, including the Merger and Bank Merger, taken together, (B) determined that the Merger is advisable and that the terms of the Merger are fair to to, and in the best interests of of, the shareholders Company’s shareholders, and (iiC) resolved to recommend that the holders of Company’s shareholders adopt this Agreement and approve the shares of Merger and the Company Common Stock approve this Agreementother transactions contemplated hereby.

Board Recommendation. The board On the date hereof, the Board of directors Directors of the Company, at a meeting duly called and held, has by the unanimous vote of the directors present at such meeting and voting (who constituted all of the directors then in officewith Doctor R. C▇▇▇▇▇ ▇▇▇ Jean-▇▇▇▇▇▇ ▇▇▇y abstaining) , (i) determined that this Agreement and the Merger and the other transactions contemplated hereby, including the Merger and Bank Merger, taken together, hereby are fair to and in the best interests of the shareholders of the Company, (ii) adopted this Agreement and approved the Merger and (iiiii) resolved to recommend that the holders of the shares of the Company Common Capital Stock approve this Agreement.

Board Recommendation. The board Prior to the date hereof with respect to this Agreement, the Board of directors Directors of the Acquisition Company, at a meeting duly called and held, has by unanimous the majority vote of the directors present (who constituted all of the directors then in office) at such meeting and voting, (i) determined that this such Agreement and the Merger and the other transactions contemplated hereby, including the Merger and Bank Merger, taken together, hereby or thereby are fair to and in the best interests of the shareholders of the Acquisition Company, (ii) adopted such Agreement and approved the Merger and (iiiii) resolved to recommend that its shareholders approve the holders of Agreement and the shares of the Company Common Stock approve this AgreementMerger.

Board Recommendation. The board Board of directors Directors of the Company, at -------------------- a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (ia) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its stockholders and (b) resolved to recommend that the holders of Company Common Stock approve this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.