Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. The Board of Directors of each of Queens and Haven (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of Queens and Haven, 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, their 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 Queens' willingness to enter into this Agreement, Queens and Haven have entered into a stock option agreement ("Option Agreement"), pursuant to which Haven has granted to Queens an option to purchase shares of Haven's common stock, par value $.01 per share ("Haven Common Stock"), upon the terms and conditions contained therein. 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 ("Code"), for federal income tax purposes. Queens and Haven 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. 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 Queens Purchaser and Haven (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Queens Purchaser and Haventhe Company, 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, their 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 Queens' willingness to enter into this Agreement, Queens and Haven have entered into a stock option agreement ("Option Agreement"), pursuant to which Haven has granted to Queens an option to purchase shares of Haven's common stock, par value $.01 per share ("Haven Common Stock"), upon the terms and conditions contained therein. 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 ("Code"), defined herein) for federal income tax purposespurposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Queens Purchaser and Haven 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. As a condition and inducement to Purchaser’s and Company’s willingness to enter into this Agreement, each member of the Board of Directors of each of Purchaser and the Company has entered into an agreement dated as of the date hereof in the forms of Exhibits A and B, respectively, pursuant to which he or she will vote his or her shares of Purchaser Common Stock or Company Common Stock, as the case may be, in favor of this Agreement and the transactions contemplated hereby (each, a “Voting 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 Queens RCFC and Haven Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of Queens RCFC and HavenBayonne, 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, their 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 Queens' RCFC's willingness to enter into this Agreement, Queens RCFC and Haven Bayonne have entered into a stock option agreement (the "Option Agreement"), pursuant to which Haven Bayonne has granted to Queens RCFC an option to purchase shares of HavenBayonne's common stock, par value $.01 0.01 per share ("Haven Bayonne Common Stock"), upon the terms and conditions contained therein. therein contained; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, within twenty-one days of the date of this Agreement, execute in favor of RCFC a Letter Agreement in the 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 ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. Queens RCFC and Haven 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 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 Queens Purchaser and Haven (i) has the Company have unanimously determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the respective best interests of Purchaser and the Company and in the best interests of Queens and Haven, 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, their 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 Queens' willingness to enter into this Agreement, Queens and Haven have entered into a stock option agreement ("Option Agreement"), pursuant to which Haven has granted to Queens an option to purchase shares of Haven's common stock, par value $.01 per share ("Haven Common Stock"), upon the terms and conditions contained thereinshareholders. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code IRC (as defined herein) (and any comparable provision of 1986, as amended ("Code"), state law) for federal income tax purposes (and, if applicable, state and local tax purposes) and that this Agreement be, and is hereby adopted, as a “plan of reorganization” within the meaning of Treasury Regulations §§ 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 356 and 361 of the IRC (and the Treasury Regulations thereunder and any relevant comparable provision of state law). Queens Purchaser and Haven 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. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, each member of the Board of Directors of the Company 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 Company Capital Stock (as defined herein) in favor of this Agreement and the transactions contemplated hereby (each, a “Company Voting 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 board of Directors directors of each of Queens Purchaser and Haven (i) has the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Queens Purchaser and Haventhe Company, 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, their 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 Queens' willingness to enter into this Agreement, Queens and Haven have entered into a stock option agreement ("Option Agreement"), pursuant to which Haven has granted to Queens an option to purchase shares of Haven's common stock, par value $.01 per share ("Haven Common Stock"), upon the terms and conditions contained therein. 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 ("Code"), defined herein) for federal income tax purposespurposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Queens Purchaser and Haven 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. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company 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 Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. 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 Queens MCBF and Haven MSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Queens and HavenMCBF or MSB, respectivelyas the case may be, and in the best long-term interests of their respective stockholdersthe stockholders of MCBF or MSB, as the case may be, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, their its respective business strategies strategies. MCBF and (iii) has approved, at meetings of MSB each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Queens' willingness to enter into this Agreement, Queens and Haven have entered into a stock option agreement ("Option Agreement"), pursuant to which Haven has granted to Queens an option to purchase shares of Haven's common stock, par value $.01 per share ("Haven Common Stock"), upon the terms and conditions contained therein. 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 ("Code"), for federal income tax purposes. Queens and Haven 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 MCBF’s willingness to enter into this Agreement, each of the members of the Board of Directors of MSB 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 MSB Common Stock in favor of this Agreement and the transactions contemplated hereby. This Agreement was originally entered into as of September 2, 2003. Pursuant to Section 8.3 of this Agreement, this Agreement was amended and restated as of September 24, 2003. All references to “the date of this Agreement” contained herein shall mean September 2, 2003. 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 board of Directors directors of each of Queens Purchaser and Haven Seller (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of Queens Purchaser and HavenSeller, 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, their the respective business strategies of Purchaser and Seller and (iii) has approved, at meetings of each of such Boards boards of Directorsdirectors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Queens' Purchaser's willingness to enter into this Agreement, Queens Purchaser and Haven Seller have entered into a stock option agreement (the "Seller Option Agreement"), pursuant to which Haven Seller has granted to Queens Purchaser an option to purchase shares of Haven's the common stockstock of Seller, par value $.01 0.01 per share (the "Haven Seller Common Stock"), upon the terms and conditions contained thereintherein 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 ("Code"), for federal income tax purposes. Queens Purchaser and Haven Seller desire to make certain representations, warranties and agreements in connection with the business combination and related transactions transaction provided for herein and to prescribe various conditions to such 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 Queens Reliance, Reliance Bank and Haven Continental (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of Queens Reliance, Reliance Bank and HavenContinental, 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, their 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 Queens' Reliance's willingness to enter into this Agreement, Queens Reliance and Haven Continental have entered into a stock option agreement Stock Option Agreement (the "Option Agreement"), ) pursuant to which Haven Continental has granted to Queens Reliance an option to purchase shares of HavenContinental's common stock, par value $.01 5.00 per share (the "Haven Continental Common Stock"), upon the terms and conditions contained therein. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions therein contained; and certain officers and directors of Section 368(a) Continental will each, 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 ("Code")Exhibit A and certain affiliates of Continental will each, for federal income tax purposes. Queens within five business days of the date of this Agreement, execute in favor of Reliance a Letter Agreement in the form annexed as Exhibit B. Reliance and Haven Continental desire to make certain representations, warranties and agreements in connection with the business combination and related transactions transaction provided for herein and to prescribe various conditions to such transactionsthe transaction. 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 Queens FCCO and Haven DFBS (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Queens and HavenFCCO or DFBS, respectivelyas the case may be, and in the best long-term interests of their respective stockholdersthe stockholders of FCCO or DFBS, as the case may be, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, their 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 Queens' willingness to enter into this Agreement, Queens and Haven have entered into a stock option agreement ("Option Agreement"), pursuant to which Haven has granted to Queens an option to purchase shares of Haven's common stock, par value $.01 per share ("Haven Common Stock"), upon the terms and conditions contained thereinstrategies. 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 ("Code"), IRC for federal income tax purposes. Queens FCCO and Haven DFBS 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 FCCO's willingness to enter into this Agreement, each of the members of the Board of Directors of DFBS has entered into (a) an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he will vote his shares of DFBS Common Stock in favor of this Agreement and the transactions contemplated hereby and (b) a Non-Competition Agreement dated as of the date hereof in the form of Exhibit B. 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 Queens the Parent and Haven the Company (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of Queens the Parent and Haventhe Company, 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, their 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 Queens' the Parent's willingness to enter into this Agreement, Queens the Parent and Haven the Company have entered into a stock option agreement Stock Option Agreement (the "Option Agreement"), ) pursuant to which Haven the Company has granted to Queens the Parent an option to purchase shares of Haventhe Company's common stock, par value $.01 1.00 per share (the "Haven Company Common Stock"), upon the terms and conditions contained thereintherein contained. The parties hereto intend that Parent and the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes. Queens and Haven Company desire to make certain representations, warranties and agreements in connection with the business combination and related transactions transaction provided for herein and to prescribe various conditions to such transactionsthe transaction. 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: