The M&A Landscape for Financial Institutions · The M&A Landscape for Financial Institutions . 2 ... Any projections or recommendations contained herein involve many assumptions regarding

MEMBER FINRA/SIPC May 2016 CONFIDENTIAL

The M&A Landscape for Financial Institutions

2

This presentation is not considered complete without the accompanying oral presentation made by

Griffin Financial Group, LLC (“Griffin”).

Any projections or recommendations contained herein involve many assumptions regarding trends,

company-specific operating characteristics, financial market perceptions and the general state of the

economy as well as internal factors within management control, such as capital investment. As such,

any projections contained herein represent only one of an infinite number of outcomes and should not

be construed as the only possible outcome.

The information contained in this presentation and attached exhibits have been obtained from sources

that are believed to be reliable. Griffin makes no representations or warranties as to the accuracy or

completeness of the information herein.

All terms and conditions contained herein are based upon current market conditions and are

estimates based upon prevailing market rates. Any or all estimates may or may not change as market

conditions dictate. As such, any or all terms and conditions presented herein are preliminary in

nature and should not be construed, either in whole or in part, as a commitment to perform or provide

any specific services. Any and all services that may be provided by Griffin or any other entity referred

to in this discussion outline will be contingent upon the signing of a proposal or contract.

Griffin does not provide legal, tax or accounting advice. Any statement contained in this

communication (including any attachments) concerning U.S. tax matters was not intended or written

to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue

Code, and was written to support the promotion or marketing of the transaction(s) or matter(s)

addressed. Clients of Griffin should obtain their own independent tax and legal advice based on their

particular circumstances.

Preface

3

Table of Contents

Page

I. The Banking Landscape 4

II. M&A Landscape and Valuation 16

III. New Jersey Banking Landscape 31

IV. New Jersey Bank Performance Analysis 43

V. M&A Advisory at Griffin Financial Group 65

VI. Biographies 75

4

The Banking Landscape

5

The Banking Industry is Consolidating

12,343

5,338

2,815

844

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

Commercial Banks Thrifts/Mutuals

Net reduction of 8,976 companies over 25 years; net reduction of 709 since 2013;

41% of institutions remain compared to 1990;

43% of commercial banks; 30% of thrifts/mutuals

Number of Institutions

Source: FDIC Historical Trends as 12/31/2015

Includes commercial banks and savings institutions

6

. . . Mergers and Acquisitions Have Been the Primary Driver

________ Source: FDIC Statistics at a Glance as of 12/31/2015

Number of Transactions and Institutions

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

0

100

200

300

400

500

600

Tra

nsa

ctio

ns

Traditional, Whole-Bank M&A Government Assisted Total Institutions

7

The Big Continue to Get Bigger . . .

Source: SNL Financial as of 6/30/2015

Does not include asset management banks; Banks in red no longer exist today.

Largest 15 banks nationwide by deposits

Total Deposit Total Deposit

Deposits Market Share Deposits Market Share

Rank Company Name ($) (%) Rank Company Name ($) (%)

1 BankAmerica Corp. 121,314,267 3.77% 1 Bank of America Corporation 1,185,875,742 11.13%

2 NationsBank Corp. 85,512,736 2.66% 2 JP Morgan Chase & Co. 1,130,503,863 10.61%

3 Chemical Banking Corp. 67,160,664 2.09% 3 Wells Fargo & Co. 1,101,883,515 10.34%

4 Banc One Corp. 65,143,587 2.03% 4 Citigroup Inc. 468,350,590 4.39%

5 First Union Corp. 56,879,975 1.77% 5 U.S. Bancorp 279,550,033 2.62%

6 Citicorp 53,192,619 1.65% 6 Capital One Financial Corporation 251,798,190 2.36%

7 First Interstate Bancorp 48,429,109 1.51% 7 PNC Financial Services Group, Inc. 237,987,918 2.23%

8 Keycorp 46,409,241 1.44% 8 Toronto-Dominion Bank 209,815,104 1.97%

9 Norwest Corp. 38,150,550 1.19% 9 SunTrust Banks, Inc. 147,881,358 1.39%

10 Wells Fargo & Co. 37,298,456 1.16% 10 BB&T Corporation 141,957,594 1.33%

11 Barnett Bank 34,449,759 1.07% 11 HSBC Holdings Plc 126,661,124 1.19%

12 Chase Manhattan Corp. 33,719,315 1.05% 12 Fifth Third Bancorp 105,387,907 0.99%

13 PNC Bancorp 32,030,732 1.00% 13 RBS / Citizens Financial 102,195,426 0.96%

14 Fleet Financial Group 31,095,014 0.97% 14 Regions Financial Corporation 98,120,237 0.92%

15 Banco Santander SA 30,881,132 0.96% 15 Mitsubishi UFJ Financial Group, Inc. 82,290,431 0.77%

781,667,156 24.32% 5,670,259,032 53.20%

1995 2015

Over half of the deposits in the U.S.

today are controlled by the top 15 banks

8

Bigger Still Tends to Perform Better . . .

________

Source: SNL Financial as of 12/31/2015. Includes all publically traded banks and thrifts.

Median ROE of All Public Banks and Thrifts

1990 1995 2000 2005 2010 2015

>$20 Billion 5.94 8.47 7.84 6.83 3.07 8.31

$5-20 Billion 13.46 15.26 17.18 12.90 5.26 8.87

$2-5 Billion 11.81 13.23 13.32 13.59 5.24 8.84

$1-2 Billion 12.03 11.85 14.42 13.16 4.77 8.28

$500 Million - $1 Billion 11.33 12.96 11.91 12.22 4.54 7.48

$250-500 Million 11.70 11.80 12.05 11.58 5.11 7.19

<$250 Million 8.63 12.19 9.64 8.63 2.09 5.32

Median ROA of All Public Banks and Thrifts

1990 1995 2000 2005 2010 2015

>$20 Billion 0.42 0.95 0.83 0.77 0.35 0.95

$5-20 Billion 1.00 1.21 1.31 1.25 0.62 0.99

$2-5 Billion 0.94 1.22 1.11 1.13 0.56 0.90

$1-2 Billion 0.91 1.24 1.15 1.12 0.43 0.85

$500 Million - $1 Billion 1.01 1.19 1.07 1.06 0.41 0.76

$250-500 Million 0.99 1.19 1.07 0.97 0.50 0.75

<$250 Million 0.78 1.17 0.97 0.86 0.23 0.58

9

. . . And Greater Efficiency Results in Higher Valuation

________

Source: SNL Financial as of 12/31/2015. Includes all publically traded banks and thrifts.

Median P/TBV of All Public Banks and Thrifts

1990 1995 2000 2005 2010 2015

>$20 Billion 183.90 218.58 278.28 306.54 152.40 158.70

$5-20 Billion 120.62 190.60 238.87 285.05 156.36 177.09

$2-5 Billion 108.64 176.92 178.20 247.54 131.33 149.06

$1-2 Billion 102.79 150.61 146.30 214.42 101.90 116.98

$500 Million - $1 Billion 90.30 154.80 121.52 178.83 82.75 105.47

$250-500 Million 84.88 133.53 124.11 171.84 79.60 95.53

<$250 Million 57.97 111.74 96.00 142.04 68.61 81.62

Median Efficiency Ratios of All Public Banks and Thrifts

1990 1995 2000 2005 2010 2015

>$20 Billion 63.98 58.70 56.27 57.23 61.21 62.41

$5-20 Billion 63.45 60.88 58.70 57.66 59.91 59.45

$2-5 Billion 63.13 60.04 55.16 58.33 62.46 63.16

$1-2 Billion 65.55 58.06 58.33 61.43 66.85 67.46

$500 Million - $1 Billion 60.86 62.42 59.63 63.16 68.94 71.75

$250-500 Million 62.93 60.85 61.64 64.94 72.47 74.27

<$250 Million 70.07 61.89 65.52 71.60 77.70 80.49

10

75,000

80,000

85,000

90,000

95,000

100,000

105,000Number of US Branches

Service Delivery Channels Remain at the Forefront

The primary way in which we interact with our customer is changing...permanently;

Over the next decade, we will have tens of millions of excess square feet of real estate to shed, retrofit, or reallocate;

And, we’ll be spending hundreds of millions of dollars on anti-fraud measures for mobile and online banking;

This is an important issue as we consider M&A; looking for strategic market penetration without an overly

cumbersome, expensive and outdated branch network.

________ Source: SNL U.S. Deposit Market Share Summary Report

11

2,700

2,800

2,900

3,000

3,100

3,200

3,300

3,400

3,500

3,600 National Population per Branch

Branch Networks are Rationalizing

Banks are taking advantage of mobile and on-line banking to reduce the cost and infrastructure in their branch

networks, particularly the largest institutions, who have actively been selling branches to smaller community banks

________ Source: SNL U.S. Deposit Market Share Summary Report

12

The Elephant in the Room – Spreads Continue to Shrink

During the surge in the market in the early 2000s, big banks were very aggressive with pricing and structure of

new business . . . as we continue to distance ourselves from the Great Recession and the economy continues to

improve, it is beginning to happen again.

________ Source: SNL Financial

0.00 0.002.75

3.25

3.75

4.25

4.75

<$10B in Assets

>$10B in Assets

13

With Lower Spreads . . . Higher Capital Requirements

Banks have more capital to deploy, and are doing so at tighter spreads;

Larger banks used to have more operating leverage than smaller ones, but that has been largely regulated away.

________ Source: SNL Financial

Tangible common equity

0.00 0.006.00

6.50

7.00

7.50

8.00

8.50

9.00

9.50

10.00

10.50

<$10B in Assets

>$10B in Assets

14

The Result . . . Lower Returns on Equity

0

2

4

6

8

10

12

14

16

RO

AE

(%

)

> $20 Billion $5 - 20 Billion $1-5 Billion $500 Million - 1 Billion $250 - $500 Million < $250 Million

the “new normal”

the “old normal”

________ Source: SNL Financial as of 12/31/2015.

15

1.25% +

19% 0.95% -

1.25%29%

0.50% -

0.95%41%

< 0.50%

11%

Achieving Top Tier Performance is More Difficult

2000

2015

Source: SNL Financial as of 12/31/2015. Includes banks with total assets between $1 to $10 billion at each year end

In 2000, 37% of banks with

assets of $1-$10 billion had a

ROA of 1.25% or greater

In 2015, only 19% of banks

with assets of $1-$10 billion had

a ROA of 1.25% or greater

1.25% +

37%

0.95% -

1.25%26%

0.50% -

0.95%26%

< 0.50%

11%

Core Return on Average Assets

16

M&A Landscape and Valuation

17

National M&A Landscape – Pricing Continues to Increase

Source: SNL Financial as of 4/22/2016.

Data includes national announced whole bank transactions, including change of control transactions.

2016 national deal value is $6.6 billion.

0 0

0 0

100

125

150

175

200

225

250

275

10

15

20

25

30

P/T

BV

%P/E

(x

)

P/E P/TBV

18

National and Mid-Atlantic M&A: Volume and Pricing

Source: SNL Financial. May contain normalized information.

Includes announced bank and thrift acquisitions from 1/1/2009-4/22/2016. Does not include terminated transactions.

National M&A Trends

2009 2010 2011 2012 2013 2014 2015 2016

Number of Deals 110 181 150 222 225 285 284 76

Deal Size ($mils)

Mean 20.44 89.38 169.80 116.76 92.66 105.66 153.62 144.41

Price / LTM Earnings (x)

Mean 18.99 26.30 28.22 21.47 21.50 25.33 25.55 23.44

Price / Tangible Book (% )

Mean 115.36 119.14 109.24 119.05 123.07 141.10 144.40 129.26

Premium / Core Deposits (% )

Mean 4.04 5.44 3.46 3.60 4.98 6.59 6.65 5.88

PA, NJ, NY, DE, and MD M&A Trends

2009 2010 2011 2012 2013 2014 2015 2016

Number of Deals 9 21 17 21 19 26 34 5

Deal Size ($mils)

Mean 76.91 50.94 88.95 289.26 57.61 230.02 330.77 75.41


Mean 16.72 19.91 27.14 28.44 23.01 26.90 26.04 21.15


Mean 78.89 118.13 125.30 125.84 111.35 142.13 137.47 133.93


Mean (11.31) 3.13 5.37 4.59 2.54 7.96 6.72 5.27

19

Regional M&A Sale Pricing

New England Mid-Atlantic

P/TBV P/EPS # of Deals

2016 131.6 40.9 2

2015 158.6 35.5 15

2014 137.7 26.4 13

2013 116.7 36.2 9

Mid-Atlantic


2016 137.6 20.8 5

2015 147.0 23.8 39

2014 138.1 20.8 33

2013 112.3 19.0 25

Southeast Mid-West


2016 125.5 24.6 13

2015 133.4 22.2 73

2014 148.9 23.0 79

2013 111.9 19.9 67

Mid-West


2016 121.6 18.4 44

2015 138.3 20.9 122

2014 136.8 20.4 139

2013 118.5 15.9 99

Southwest WEST


2016 157.2 18.5 5

2015 148.6 22.1 44

2014 159.4 17.4 56

2013 134.8 22.7 52

WEST


2016 142.7 24.0 7

2015 135.0 23.0 34

2014 141.1 22.5 39

2013 133.8 16.5 34


Includes announced bank and thrift acquisitions from 1/1/2011-4/25/2016. May include terminated transactions and re-capitalizations involving a change in control

20

Percentage of Transactions – Mid-Sized Buyers

Source: SNL Financial. Values represent all bank and thrift acquisitions announced from 1/1/2005-12/31/2015 where buyer’s total assets were disclosed

Asset size of buyers

43% 40%33%

23%34% 35% 37% 41% 46% 51%

37%

47%48%

55%65%

66%57% 57%

56% 49%45%

56%

10% 12% 12% 12% 8% 6% 3% 6% 4% 6%

0%

20%

40%

60%

80%

100%

Greater than $15B Less than $1B $1B-$15B

21

Percentage of Transactions – Size of Target

Source: SNL Financial. Values represent all bank and thrift acquisitions announced from 1/1/2005-12/31/2015 where the buyer’s and target’s total assets were disclosed

Size of target acquired by mid-sized buyers ($1b-$15b)

86%

73% 70% 65% 68% 69% 69% 68%63% 63%

75%

9%

17% 20% 31%16% 17% 17%

12% 18%24%

18%

5%8% 9%

4%

11% 11% 14%18% 15%

13%7%

0%

20%

40%

60%

80%

100%

> $5B $1B to $5B $500M to $1B < $500M

22

In State vs. Out of State

Source: SNL Financial. Includes bank and thrift acquisitions announced from 1/1/2005-12/31/2015 where the buyer’s total assets were between $1 billion and $15 billion and purchase price was disclosed.

May include re-capitalizations involving a change in control.

65%

52%

60%

76%71%

88%

62%

51%

68%63%

66%

35%

48%

40%

24%29%

12%

38%

49%

32%37%

34%

0%

20%

40%

60%

80%

100%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

In State Out of state

23

Deals by Type of Consideration



38% 34%29%

39%

21%

44%

27%

38%29% 27%

32%

6%7%

7%

22%

36%

12%

24%9%

9%19% 9%

56% 59%63%

39% 43% 44%49%

53%62%

54%58%

0%

20%

40%

60%

80%

100%

Mix Stock Cash

24

Median Pricing for Mid-Sized Buyer Purchases

Source: SNL Financial. Values represent the median P/E for bank and thrift acquisitions announced from 1/1/2005-12/31/2015 where the buyer’s total assets were between $1 billion and $15 billion and

purchase price was disclosed. May include re-capitalizations involving a change in control.

242

255 249

190

117 127

118 124

129

148 147

23.8 22.4 22.4

23.4

25.0

22.2 22.9

18.9 18.8

21.4

22.6

10

15

20

25

30

75

125

175

225

275

P/T

BV

P/L

TM

EP

S

25

Cost Savings – In Market vs. Market Expansion



27% 27%26%

32%

35%

29%

31% 30%32%

35% 35%

20%21%

24%

42%

15%

26% 25%

30%

23%

30%

27%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

In Market and Overlap Market Expansion

26

One-Time Charge as Percentage of Deal Value



1.5%

2.4%

2.8%

6.0%

11.6%

7.7%

10.8%

10.7%

8.5% 8.6%9.1%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

27

Number of Days Between Announcement and Closing



131 134

137

113

166

145 142

134

141

156

120

100

110

120

130

140

150

160

170

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

# of d

ays

28

New Jersey M&A: Volume and Pricing

NJ M&A Trends

2009 2010 2011 2012 2013 2014 2015 2016

Number of Deals 2 4 2 4 6 3 6 2

Deal Size ($mils)

Mean 46.89 43.60 9.37 1,428.76 30.64 147.76 29.59 118.66


Mean 25.00 - 14.12 - 21.29 21.82 20.60 18.86


Mean 86.13 128.43 113.58 129.21 119.43 133.59 125.60 132.25


Mean - 3.90 1.33 - 4.90 14.71 3.27 4.35

As Announced

Buyer Price / LTM Price / Tang.1 Mo. Prem./

Assets Assets Ann. Comp. Deal Value EPS Book Market Consid.

Name St. ($000) Name St. ($000) Date Date ($M) (x) (% ) (% ) Type

1 Lakeland Bancorp, Inc. NJ 3,869,550 Harmony Bank NJ 295,091 1.13 0.56 5.67 2/18/2016 31.7 20.5 125.4 33.0 Common Stock

2 OceanFirst Financial Corp. NJ 2,557,898 Cape Bancorp, Inc. NJ 1,563,241 1.07 0.85 7.16 1/5/2016 205.7 17.2 139.1 12.2 Cash, Common Stock

3 Regal Bank NJ 373,147 Community First Bank NJ 98,485 4.94 0.06 0.67 10/20/2015 4/1/2016 9.6 NM 109.1 49.6 Cash, Common Stock

4 NexBank Capital, Inc. TX 2,182,751 College Savings Bank NJ 374,506 1.73 17.57 9/21/2015 12/1/2015 NA NA NA NA

5 Northfield Bancorp, Inc. NJ 3,147,315 Hopewell Valley Community Bank NJ 495,016 1.36 0.50 5.30 8/26/2015 1/8/2016 55.3 22.4 147.7 57.8 Cash, Common Stock

6 Lakeland Bancorp, Inc. NJ 3,699,127 Pascack Bancorp, Inc. NJ 353,929 NA 0.67 7.79 8/4/2015 1/7/2016 41.9 18.8 130.0 49.0 Cash, Common Stock

7 Glen Rock Savings Bank NJ 135,752 Llewellyn-Edison Savings Bank, FSB NJ 121,885 1.37 (0.40) (2.26) 3/12/2015 10/2/2015 NA NA NA NA

8 OceanFirst Financial Corp. NJ 2,356,714 Colonial American Bank NJ 143,742 1.56 (0.35) (5.29) 2/25/2015 7/31/2015 11.5 NM 115.6 93.8 Common Stock

9 Cape Bancorp, Inc. NJ 1,091,723 Colonial Financial Services, Inc. NJ 550,650 4.29 (0.13) (1.21) 9/10/2014 4/1/2015 55.8 NM 87.8 14.8 Cash, Common Stock

10 Spencer Savings Bank, SLA NJ 2,013,651 Assets and liabilities of NJM Bank FSB NJ 605,800 NA NA NA 6/23/2014 12/5/2014 NA NA NA NA

11 Center Bancorp, Inc. NJ 1,673,082 ConnectOne Bancorp, Inc. NJ 1,243,228 1.08 0.96 8.96 1/21/2014 7/1/2014 239.7 21.8 179.3 14.0 Common Stock

Mean 1,925,059 487,131 1.87 0.40 4.03 72 20.1 114.9 36.0

Median 2,182,751 364,218 1.36 0.53 5.30 48.6 20.5 125.4 33.0

LTM

ROAE (% )

New Jersey M&A:

Seller

NPA/

Assets (% )

LTM

ROAA (% )


Includes announced bank and thrift acquisitions from 1/1/2009-4/22/2016. Does not include terminated transactions.

29

Reasons To Buy

Not getting growth (particularly loan growth)

in my own footprint;

Access to core deposits (becoming

increasingly valuable);

Size and scale, improved earnings and

leverage expense base over larger platform

(efficiency ratio);

New (better?) geographic markets;

Consolidation in an existing market; eliminate

a competitor;

New product lines or cross sell existing

product lines.

Why Do I Want To Be A Buyer?

Reasons Not To Buy:

Economic uncertainty and its impact on

forecasted growth;

Differences in pricing expectations;

Buyer “currency” and valuation, and impact

on deal metrics (EPS accretion, TBV

dilution and earn back of that dilution);

Regulatory road blocks to timely

completion; regulatory approval issues;

Need for additional capital to offset

intangibles and hit enhanced Basel III

regulatory capital targets (8/8/10/12).

Not being a buyer is OK if you can achieve competitive growth in assets and

earnings organically.

Understand your strengths and capabilities on a stand alone basis first

30

Why Do I Want To Be A Seller?

Reasons To Sell

Long and rocky road to economic recovery;

Asset growth and need for size and scale;

Access to and cost of capital;

Regulation;

Aging shareholder bases – need for liquidity,

dividends and/or exit;

Board and management fatigue / succession.

Successful sellers de-mystify the sales process and look at it less emotionally,

making a potential combination a regular part of strategic dialog

Reasons Not To Sell

Low market valuation;

Concern about pro forma bank – exchanging

one problem for another?;

Buyer lacks size and scale;

Buyer’s currency lacks liquidity or dividend;

Transaction certainty (regulatory approval) in

this environment.

31

New Jersey Banking Landscape

32

New Jersey Is A Very Desirable Banking Market

New Jersey is ideally located in proximity to

New York City and Philadelphia, and the

supply chain that supports all commerce and

trade

Employment is sizeable, substantial and

diverse

Demographics are very favorable:

Population and cohorts in their prime

aged 35 to 52 years old

Few pockets of elderly and poor

Income is very high in Northern and

portions of West Jersey

Wealth reflects income, but more

concentrated in suburban areas

Urban cities are revitalized by young

NJ bank consolidation has largely run its

course, but community banks & thrifts abound.

Mutual banks play a vital role in community

banking

Northern New Jersey has room for bank

consolidation, especially among its largest

mutual thrifts

Central & Western NJ has room for organic

growth, but “the shore” is more stressed as

gaming falters

Taxes, wages and cost of living are very high,

and State and Local taxes & spending

threaten NJ’s employment & economy

33

New Jersey Ranks 12th in National Deposit Market Share

Source: FDIC summary of deposits as of 6/30/15

Rank State

2015

Bank & Thrift

Branches

(actual)

2015

Bank & Thrift

Deposits

($000)

Rank State

2015

Bank & Thrift

Branches

(actual)

2015

Bank & Thrift

Deposits

($000)

1 New York 5,226 1,381,890,802 26 Indiana 2,147 113,111,690

2 California 7,010 1,161,213,120 27 Arizona 1,259 105,623,399

3 Texas 6,723 730,096,994 28 Louisiana 1,554 97,825,945

4 Utah 549 515,512,819 29 Alabama 1,533 91,334,120

5 Florida 5,316 502,783,203 30 Oklahoma 1,357 83,088,487

6 Illinois 4,588 465,413,386 31 Iowa 1,578 78,297,487

7 South Dakota 471 450,484,825 32 South Carolina 1,310 75,106,371

8 Massachusetts 2,197 371,438,781 33 Kentucky 1,698 74,726,717

9 Pennsylvania 4,333 356,316,269 34 Kansas 1,463 68,159,518

10 North Carolina 2,504 356,081,676 35 Oregon 1,032 65,690,085

11 Delaware 272 344,553,476 36 Nebraska 1,084 60,387,898

12 New Jersey 3,080 302,514,495 37 Arkansas 1,365 56,497,725

13 Ohio 3,822 299,101,403 38 Mississippi 1,163 49,565,071

14 Virginia 2,505 275,545,945 39 District of 231 45,122,484

15 Minnesota 1,749 213,087,062 40 Hawaii 277 38,407,433

16 Georgia 2,446 210,507,268 41 West Virginia 652 31,680,694

17 Michigan 2,755 190,509,073 42 New Hampshire 424 31,273,802

18 Nevada 504 169,288,937 43 New Mexico 491 30,156,556

19 Missouri 2,333 156,982,142 44 Rhode Island 265 28,023,693

20 Wisconsin 2,148 140,166,606 45 North Dakota 427 25,864,830

21 Washington 1,768 134,520,771 46 Maine 496 24,884,851

22 Tennessee 2,173 131,392,718 47 Idaho 508 21,669,026

23 Maryland 1,607 131,129,092 48 Montana 396 21,346,197

24 Connecticut 1,222 120,399,743 49 Wyoming 228 14,816,725

25 Colorado 1,525 116,849,520 50 Vermont 243 12,089,894

51 Alaska 127 11,437,290

34

Two cohorts ages 35 to 43 and 43 to 52 years predominate,

Younger cohorts live in closer proximity to New York and Philadelphia, and

Few concentrations of mature workers, as cost of living and taxes are prohibitive

New Jersey is Populated by Young Workers

35

Areas north of Interstate I-195 have much higher income than areas south of Interstate I-195

Area along I-295 and I-95 corridors in South Jersey better than the shore communities

Median Household Income Among the Region’s Best

36

Suburbs Are Very Wealthy, Urban Areas Are Not

Wealth reflects income patterns, but more substantial in central portions of the state

37

New Jersey Isn’t Growing, But Is Densely Populated

Recent Population

Change (%):

NY: 1.99

DE: 4.53

MD: 3.84

PA: 0.73

NJ: 1.75

38

Deposit Market Share – Then vs. Now


Does not include asset management banks. Banks in green are still active and are headquartered in New Jersey.

Total Deposit Total Deposit

Deposits Market Share Deposits Market Share

Rank Company Name ($) (%) Rank Company Name ($) (%)

1 First Fidelity Bank, National Association 14,943,181 11.68% 1 Bank of America, National Association 48,498,134 16.03%

2 United Jersey Bank 10,616,186 8.30% 2 Wells Fargo Bank, National Association 34,997,433 11.57%

3 Natwest Bank, National Association 10,329,526 8.07% 3 TD Bank, National Association 34,958,234 11.56%

4 Midlantic Bank, National Association 7,983,587 6.24% 4 PNC Bank, National Association 26,153,856 8.65%

5 New Jersey National Bank 5,608,226 4.38% 5 JPMorgan Chase Bank, National Association 17,277,417 5.71%

6 Chemical Bank New Jersey, National Association 4,783,441 3.74% 6 M&T Bank Corporation 14,691,709 4.86%

7 Summit Bank 4,498,291 3.52% 7 Investors Bank 11,929,462 3.94%

8 Hudson City Savings Bank 4,488,661 3.51% 8 Valley National Bank 9,742,254 3.22%

9 Valley National Bank 3,908,466 3.05% 9 Santander Bank, N.A. 9,254,215 3.06%

10 The Bank of New York 3,566,452 2.79% 10 New York Community Bank 8,527,496 2.82%

11 Sovereign Bank, A Federal Savings Bank 3,363,208 2.63% 11 Capital One, National Association 7,651,501 2.53%

12 Collective Bank 3,276,073 2.56% 12 The Provident Bank 5,604,249 1.85%

13 The Trust Company of New Jersey 2,175,155 1.70% 13 Citibank, National Association 4,646,322 1.54%

14 The Dime Savings Bank of New York, FSB 2,029,806 1.59% 14 Columbia Bank 3,561,508 1.18%

15 Investors Savings Bank 1,788,754 1.40% 15 Fulton Bank of New Jersey 2,969,744 0.98%

16 Commerce Bank, National Association 1,678,284 1.31% 16 HSBC Bank USA, National Association 2,887,626 0.95%

17 Provident Savings Bank 1,598,036 1.25% 17 Lakeland Bank 2,856,241 0.94%

18 Bankers Savings 1,568,079 1.23% 18 Kearny Bank 2,756,695 0.91%

19 Merrill Lynch Bank and Trust Company 1,435,579 1.12% 19 Peapack-Gladstone Bank 2,675,566 0.88%

20 Hudson United Bank 1,421,079 1.11% 20 ConnectOne Bank 2,584,551 0.85%

91,060,070 71.18% 254,224,213 84.03%

1995 2015

• New Jersey has become more concentrated primarily due to increased presence of national banks

39

New Jersey Banks and Thrifts have Declined 32% Since 2005

________

Source: SNL Financial; FDIC.gov NJ state profile as of 12/31/2015.

136131

127 126123

117111 110

10398

93

0

20

40

60

80

100

120

140

160

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

40

25

1920

29

0

5

10

15

20

25

30

35

>$1 Billion $500m - $1b $250-$500m <$250m

New Jersey Banks by Asset Size

Source: SNL Financial. 12/31/2015; Traditional Banks Headquartered in New Jersey

• $131 billion in Total Assets

• $93 billion in Total Deposits representing 31% of the New Jersey market share

41

Banks are Youngest in the Region

0

10

20

30

40

50

60

70

80

90

MD NJ PA NY

19

34

40

0

5

10

15

20

25

30

35

40

45

0-10 Years Old 11-20 Years Old Age > 20


Median

Institution Age

Age of

New Jersey Banks

42

Ages of Local Banking Institutions

0

20

40

60

80

100

120

140

160

180

200

MD NJ PA NY

0-10 Years Old 11-20 Years Old Age > 20


43

New Jersey Bank Performance Analysis

44

Price / Tangible Book Value By State

Source: SNL Financial. 4/22/2016

Note: Historical trends include banks that trade on NASDAQ or NYSE as of 4/22/16 .

0

50

100

150

200

250

300

350

400

450

NY NJ PA MD

45

Price / Tangible Book Value By Asset Size

0

50

100

150

200

250

300

350

< $500M $500M - $1B $1B - $5B $5B - $10B

Source: SNL Financial. 4/22/2016

Note: Historical trends include banks that trade on NASDAQ or NYSE as of 4/22/16 .

46

0

50

100

150

200

250

300

MD NJ PA NY

P/T

BV

(%

)

< $500M $500M - $1B $1B - $5B $5B - $10B > $10B

Mid-Atlantic Valuations

Source: SNL Financial as of 12/31/2015, valuation metrics as of 4/22/2016.

47

0

5

10

15

20

25

30

MD NJ PA NY

P/L

TM

E

arn

ing

s

< $500M $500M - $1B $1B - $5B $5B - $10B > $10B

Mid-Atlantic Valuations

Source: SNL Financial as of 12/31/2015, valuation metrics as of 4/22/2016.

48

Median Total Assets by State

Source: SNL Financial 12/31/2015

Note: The state of Delaware has less than 10 community banks, results are inclusive and skewed

0

100,000

200,000

300,000

400,000

500,000

MD NJ PA NY

49

Median ROA by State

0.00

0.10

0.20

0.30

0.40

0.50

0.60

0.70

0.80

MD NJ PA NY



50

Median ROE by State

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

MD NJ PA NY



51

Median Net Interest Margins by State

2.80

2.90

3.00

3.10

3.20

3.30

3.40

3.50

MD NJ PA NY



52

Median NPA/Assets by State

0.00

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80

2.00

MD NJ PA NY



53

Median Efficiency Ratio by State

68

70

72

74

76

78

80

82

MD NJ PA NY



54

Median Non Int Income / Operating Revenue by State

0

2

4

6

8

10

12

14

MD NJ PA NY



55

Median TCE by State

9.20

9.40

9.60

9.80

10.00

10.20

10.40

10.60

MD NJ PA NY



56

(0.50)

(0.25)

0.00

0.25

0.50

0.75

1.00

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y

> $5 billion $2-$5 billion $500 million - $2 billion < $500 million

Core Return on Average Assets

Source: SNL Financial. Includes New Jersey banks and thrifts

Asset Size 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y

> $5 billion 0.57 0.77 0.86 0.92 0.88 0.89 0.92

$2-$5 billion 0.41 0.58 0.71 0.67 0.74 0.79 0.78

$500 million - $2 billion 0.42 0.57 0.62 0.67 0.66 0.60 0.60

< $500 million -0.46 0.24 0.31 0.32 0.42 0.35 0.49

57

Core Return on Average Equity


-5.0

-2.5

0.0

2.5

5.0

7.5

10.0

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y



> $5 billion 5.13 6.77 8.56 9.80 7.69 7.07 7.02

$2-$5 billion 3.10 5.13 6.00 6.50 7.22 7.83 7.87

$500 million - $2 billion 3.99 4.52 5.42 5.87 7.27 6.35 6.46

< $500 million -4.89 2.66 2.96 3.00 3.59 3.98 4.92

58

Net Interest Margin


2.75

3.00

3.25

3.50

3.75

4.00

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y



> $5 billion 3.03 3.41 3.47 3.36 3.28 3.23 3.17

$2-$5 billion 3.17 3.40 3.48 3.38 3.23 3.15 2.99

$500 million - $2 billion 3.31 3.69 3.75 3.69 3.55 3.56 3.43

< $500 million 3.17 3.64 3.82 3.62 3.54 3.42 3.43

59

4.00

4.75

5.50

6.25

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y


Yield on Loans



> $5 billion 5.53 5.31 5.07 4.84 4.50 4.32 4.17

$2-$5 billion 5.59 5.43 5.17 4.85 4.52 4.33 4.15

$500 million - $2 billion 5.88 5.81 5.59 5.36 5.13 4.86 4.63

< $500 million 6.08 6.08 5.88 5.71 5.48 5.06 4.96

60

0.00

0.50

1.00

1.50

2.00

2.50

3.00

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y


Cost of Interest-Bearing Liabilities



> $5 billion 2.48 2.07 1.66 1.27 0.98 0.91 0.93

$2-$5 billion 1.90 1.30 0.97 0.77 0.65 0.60 0.60

$500 million - $2 billion 2.53 1.77 1.46 1.20 1.01 0.92 0.87

< $500 million 2.45 1.73 1.39 1.19 0.95 0.89 0.93

61

0.00

0.10

0.20

0.30

0.40

0.50

0.60

0.70

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y

> $5 billion $2-$5 billion $500 mil lion - $2 billion < $500 million

Non-Interest Income / Average Assets



> $5 billion 0.48 0.45 0.47 0.54 0.58 0.35 0.39

$2-$5 billion 0.43 0.33 0.33 0.45 0.45 0.40 0.40

$500 million - $2 billion 0.35 0.41 0.42 0.45 0.43 0.40 0.44

< $500 million 0.24 0.29 0.24 0.25 0.28 0.31 0.27

62

0.00

0.50

1.00

1.50

2.00

2.50

3.00

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y


Non-Interest Expense / Average Assets



> $5 billion 1.57 1.52 1.55 1.49 1.48 1.52 1.45

$2-$5 billion 1.80 1.84 1.72 1.74 1.74 1.66 1.59

$500 million - $2 billion 2.07 2.16 2.16 2.11 2.08 2.11 2.03

< $500 million 2.83 2.82 2.67 2.73 2.70 2.61 2.60

63

Efficiency Ratio



> $5 billion 56.77 55.74 55.90 56.93 57.13 57.08 57.90

$2-$5 billion 64.88 60.86 59.10 61.89 63.17 62.25 62.65

$500 million - $2 billion 63.90 64.84 65.50 60.48 60.76 63.17 62.79

< $500 million 79.00 73.93 74.71 74.47 77.07 75.25 76.61

50.0

53.0

56.0

59.0

62.0

65.0

68.0

71.0

74.0

77.0

80.0

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y


64

NPAs / Assets



> $5 billion 1.33 1.58 1.88 1.88 1.44 0.96 0.72

$2-$5 billion 1.95 1.88 2.08 1.32 1.09 0.83 0.79

$500 million - $2 billion 3.39 4.32 5.22 3.33 2.78 1.84 1.49

< $500 million 3.01 5.46 5.52 6.59 6.00 3.43 2.65

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y


65

M&A Advisory at Griffin Financial Group

66

Northeastern U.S. Bank & Thrift M&A Advisory : 2013 – YTD 2016

________


Includes deals valued up to $500 million

Includes targets headquartered in the following states: PA, MD, DC, DE, NJ, NY, CT, RI, MA, NH, VT, ME, and targets headquartered in OH to be acquired by a PA buyer

Ranked by Number of Deals Ranked by Deal Value

Rank Firm

Number of

Deals

Announced

Deal Value

($M) Rank Firm

Number of

Deals

Announced

Deal Value

($M)

1 Keefe, Bruyette & Woods 43 3,571.3 1 Sandler O'Neill & Partners, L.P. 41 3,615.2

2 Sandler O'Neill & Partners, L.P. 41 3,615.2 2 Keefe, Bruyette & Woods 43 3,571.3

3 Griffin Financial Group, LLC 17 1,515.8 3 RBC Capital Markets, LLC 10 1,703.2

4 Boenning & Scattergood, Inc. 13 624.0 4 Griffin Financial Group, LLC 17 1,515.8

5 RBC Capital Markets, LLC 10 1,703.2 5 Raymond James & Associates, Inc. 9 745.3

6 Ambassador Financial Group, Inc. 9 167.1 6 Boenning & Scattergood, Inc. 13 624.0

7 Raymond James & Associates, Inc. 9 745.3 7 FinPro, Inc. 7 462.1

8 FinPro, Inc. 7 462.1 8 Mufson Howe Hunter & Company, LLC 2 407.7

9 RP Financial, LC 5 126.7 9 Piper Jaffray & Co. 3 385.8

10 Feldman Financial Advisors, Inc. 4 25.2 10 FBR Capital Markets & Co. 1 352.7

11 Piper Jaffray & Co. 3 385.8 11 Bank of America Merrill Lynch 1 343.1

12 FIG Partners, LLC 3 38.7 12 Credit Suisse (USA), Inc. 1 343.1

13 Mufson Howe Hunter & Company, LLC 2 407.7 13 J.P. Morgan Securities LLC 1 343.1

14 Cedar Hill Advisors, LLC 2 169.3 14 Cedar Hill Advisors, LLC 2 169.3

15 Kafafian Group, Inc. 2 135.6 15 Ambassador Financial Group, Inc. 9 167.1

16 Loomis & Co., Inc. 2 85.6 16 Kafafian Group, Inc. 2 135.6

17 FBR Capital Markets & Co. 1 352.7 17 RP Financial, LC 5 126.7

18 Bank of America Merrill Lynch 1 343.1 18 Nai-ching Sun 1 126.0

19 Credit Suisse (USA), Inc. 1 343.1 19 Loomis & Co., Inc. 2 85.6

20 J.P. Morgan Securities LLC 1 343.1 20 Gerrish McCreary Smith, PC 1 64.8

21 Nai-ching Sun 1 126.0 21 Jefferies LLC 1 55.3

22 Gerrish McCreary Smith, PC 1 64.8 22 FIG Partners, LLC 3 38.7

23 Jefferies LLC 1 55.3 23 Macquarie Capital (USA) Inc. 1 31.4

24 Macquarie Capital (USA) Inc. 1 31.4 24 Ostrowski & Company Inc. 1 28.3

25 Ostrowski & Company Inc. 1 28.3 25 Feldman Financial Advisors, Inc. 4 25.2

26 Austin Associates, LLC 1 19.0 26 Austin Associates, LLC 1 19.0

27 KPMG LLP 1 17.7 27 KPMG LLP 1 17.7

28 Olsen Palmer LLC 1 15.4 28 Olsen Palmer LLC 1 15.4

29 Bank Analysis Center, Inc. 1 14.4 29 Bank Analysis Center, Inc. 1 14.4

30 INFOR Financial Group Inc. 1 11.5 30 INFOR Financial Group Inc. 1 11.5

67

Northeastern U.S. Bank & Thrift Branch Advisory : 2013 – YTD 2016

________


Includes targets headquartered in the following states: PA, MD, DC, DE, NJ, NY, CT, RI, MA, NH, VT, ME

Ranked by Number of Deals Ranked by Deposits

Rank Firm

Number

of Deals

Number

of

Branches

Total

Deposits

Transferred

($000) Rank Firm

Number

of Deals

Number

of

Branches

Total

Deposits

Transferred

($000)

1 Bank of America Merrill Lynch 5 45 1,659,775 1 Bank of America Merrill Lynch 5 45 1,659,775

2 Keefe, Bruyette & Woods 4 15 479,624 2 RBC Capital Markets, LLC 3 30 998,500

3 Griffin Financial Group, LLC 4 6 115,054 3 Jefferies LLC 1 20 640,000

4 RBC Capital Markets, LLC 3 30 998,500 4 Keefe, Bruyette & Woods 4 15 479,624

5 Sandler O'Neill & Partners, L.P. 3 14 477,000 5 Sandler O'Neill & Partners, L.P. 3 14 477,000

6 Ambassador Financial Group, Inc. 2 9 201,154 6 Deutsche Bank Securities Inc. 1 17 383,000

7 Jefferies LLC 1 20 640,000 7 Ambassador Financial Group, Inc. 2 9 201,154

8 Deutsche Bank Securities Inc. 1 17 383,000 8 Loomis & Co., Inc. 1 6 143,375

9 Loomis & Co., Inc. 1 6 143,375 9 Griffin Financial Group, LLC 4 6 115,054

10 Endicott Group 1 5 82,900 10 Endicott Group 1 5 82,900

68

Recent FIG M&A Tombstones

69

Recent FIG M&A Tombstones

70

Griffin Advises East River Bank in Merger with DNB Financial

♦ East River Bank, headquartered in Philadelphia, Pennsylvania, is a

privately held community bank established in 2006 with three branches

in Philadelphia.

♦ On April 4, 2016, DNB Financial Corporation, based in Downingtown,

Pennsylvania, announced its intention to acquire East River Bank. Under

the terms of the agreement, East River shareholders will elect to receive

either 0.6562 of a DNB common share or $18.65 in cash for each

outstanding East River common share, subject to proration such that

approximately 85% of the currently outstanding shares are exchanged for

stock.

♦ As of the close of business on April 1, 2016, the aggregate acquisition

price equaled approximately $49.0 million, or approximately 161% of

East River’s tangible book value at December 31, 2016, which is among

the highest reported prices received nationwide in recent years in sales of

banks having less than $500 million in total assets. This pricing is

reflective of East River’s strong growth and earnings, as the transaction is

projected to be immediately accretive to earnings and provide an IRR in

excess of 18%.

♦ East River Bank’s shareholders will own approximately 33% of the

combined company. East River President and CEO Christopher McGill

will join DNB as executive vice president and chief business

development officer. Jerry Cotlov, executive vice president and chief

lending officer of East River, will join DNB as senior vice president and

assistant chief commercial lending officer. East River Chairman John

McGill Jr. will join DNB's board as vice chairman and two other

members of thee East River board will join the DNB board as

independent directors.

Client: East River Bank

Headquarters: Philadelphia PA

Assets: $311 million

Transaction Type: M&A

Deal Value: $49.0 million

Consideration: 85% stock/15% cash

Multiples

Price/ TBV: 161%

Price/ LTM EPS: 21.2x

Transaction: Griffin served as exclusive

financial advisor to East River and provided

a fairness opinion to the board of directors

71

Univest Corporation of Pennsylvania (NASDAQ: UVSP),

headquartered in Souderton, Pennsylvania, is a community banking

and financial services company serving customers through 38

locations in Lehigh, Bucks, Philadelphia and Montgomery Counties.

Univest’s acquisition of Fox Chase Bancorp, Inc. creates the 9th

largest Pennsylvania headquartered bank and the largest super-

community bank franchise in Southeastern PA.

The acquisition provides Univest further market density in areas that

it currently serves and strengthens Univest's commercial lending

division with an experienced middle market lending team.

The combined franchise will be well positioned to take advantage of

the market dislocation created by sales of larger community banks to

out of market buyers.

The acquisition is expected to be approximately 7% accretive to

earnings in 2017. The strong earnings accretion serves to earn back

TBV dilution in less than 5 years and results in an internal rate of

return of approximately 16%.

Client: Univest Corporation of PA

Headquarters: Souderton, PA

Exchange/symbol: NASDAQ: UVSP

Assets: $2.9 billion

Market cap: Approx. $400 Million


financial advisor to Univest and provided

a fairness opinion to the board of

directors for the acquisition

Deal value: Approx. $244 million

Consideration: 60% Stock / 40% Cash

Multiples

Price/ TBV: 134x%


Univest Corporation Acquires Fox Chase Bancorp, Inc.

72

Beneficial Bancorp, Inc. (NASDAQ: BNCL), headquartered in

Philadelphia, Pennsylvania, is a diversified financial services

company operating in Philadelphia and the surrounding area. In

January of 2015 Beneficial completed a conversion from a mutual

holding company to a fully publicly owned stock company in which

it raised approximately $500 million in capital.

Beneficial’s acquisition of Conestoga Bank is a strategic transaction

that increases Beneficial’s market density in areas that it currently

serves, which has been a primary strategic objective for the

Company. The transaction also expands Beneficial's product

offerings through the addition of Conestoga’s SBA lending team and

a small ticket leasing line of business. From a financial perspective,

the transaction serves to effectively deploy a portion of the capital

raised in the conversion.

The acquisition is expected to be approximately 5% dilutive to

tangible book value, but 45% accretive to earnings. The strong

earnings accretion serves to earn back the TBV dilution in

approximately 4.5 years and results in an internal rate of return of

15%.

The acquisition will increase Beneficial's Philadelphia deposit base

by approximately $530 million or 16%, and will improve Beneficial’

market share in Chester and Bucks County.

Beneficial Bancorp, Inc. Acquires Conestoga Bank

Client: Beneficial Bancorp, Inc.

Headquarters: Philadelphia, PA

Exchange/symbol: NASDAQ: BNCL


Market cap: Approx. $1.1 billion


financial advisor to Beneficial and

provided a fairness opinion to the board

of directors for the acquisition


Consideration: 100% Cash

Multiples

Price/ TBV: 160%


73

F.N.B. Corporation (NYSE: FNB), is a diversified financial services

company operating in six states, including three major metropolitan areas,

with total assets of $16.6 billion and more than 280 banking offices

throughout Pennsylvania, Maryland, Ohio and West Virginia.

FNB sought to leverage its existing infrastructure and to expand its

footprint into Central Pennsylvania

FNB announced in August 2015 that it had agreed to acquire Metro for an

all stock transaction valued at approximately $474 million or $32.72 per

share. The price was a multiple of 172% of tangible book value and 22.7

times last twelve month earnings.

Metro will provide FNB with $3 billion in assets, $2.4 billion in total

deposits, and $2.1 billion in loans, as well as 32 banking offices located in

the Harrisburg, York, Lancaster, Reading and Lebanon MSAs

Griffin was engaged by FNB to provide an opinion to the Board of

Directors on the fairness of consideration to be paid in the transaction.

This transaction enhances FNB’s scale and distribution across central PA

and creates the largest regional bank in PA and the second largest bank

headquartered in PA by both market capitalization and total assets.

These markets have attractive demographics with tremendous revenue

potential. The meaningful size of this transaction will allow FNB to

leverage the significant infrastructure investments it has made in the

expansion of its product offerings and risk management systems.

F.N.B. Corporation purchases Metro Bancorp, Inc.

Client: F.N.B Corporation

Headquarters: Pittsburgh, PA

Exchange/symbol: NYSE: FNB


Market cap: Approx. $2.3 billion

Transaction: Griffin provided opinions

to the board of directors for the

acquisition


Consideration: 100% Stock

Multiples

Price/ TBV: 172%


74

Client: Team Capital Bank, Bethlehem, PA

Assets: $949 million

Deal Value: $124 million

Transaction Type: M&A Sale

Sought-After Team Capital Finds a Partner

Provident

Team Capital

Team Capital Bank, a 2005 de novo based in Bethlehem, PA,

evaluated its strategic alternatives and determined that late 2013

could be the appropriate time to sell, provided that there was a

buyer who would pay the right price.

Provident Financial Services (NASDAQ: PFS) was the highest

bidder, paying a total of $16.25 per share in a cash/stock

transaction representing 191% of reported tangible common

equity value and 19.2x LTM common earnings at announcement.

Griffin was engaged by Team Capital Bank to provide an opinion

regarding the fairness of the consideration to be received by

Team’s common shareholders.

Team Capital shareholders achieved a desirable return on their

investment, and Provident Financial Services will expand in New

Jersey and enter new markets in Pennsylvania, including the

Lehigh Valley and Bucks County.

The combined organization’s full range of financial products and

services will now become available to more diverse and attractive

demographic markets.

75

Biographies

76

Richard L. Quad

Senior Managing Director, Co-Head of Financial Institutions Group

Griffin Financial Group, LLC

Phone: (646) 254-6387

[email protected]

Mr. Quad is a Senior Managing Director and Co-Head of the Financial Institutions Group at Griffin Financial, where he is a trusted advisor to

management teams and boards of directors of banks largely $10 billion in assets and below, located in the Northeast and other select geographies. Mr.

Quad joined Griffin in August 2012, prior to which he was most recently Managing Director and Head of U.S. Financial Institutions M&A for RBC

Capital Markets, where he had been since 2001. Mr. Quad joined RBC following its acquisition of Tucker Anthony Sutro, where he was a Vice President

in the Financial Institutions Group.

Mr. Quad has completed buy-side and sell-side acquisitions, common stock, preferred and trust preferred offerings, and general advisory engagements for

clients throughout the Eastern and Midwestern United States. Some of the M&A assignments that Mr. Quad has completed include purchases of Lake

National Bank (in process) and FC Bank for CNB Financial Corporation, the purchase of NUVO Bank & Trust for Merchants Bancshares, Inc., the sale

of Connecticut River Bancorp to Mascoma Mutual Financial Services Corporation, the purchase of Central Financial Corporation for New Hampshire

Thrift Bancshares, the sale of RBC Bank USA to PNC Financial Corporation, the FDIC-assisted acquisitions of Wakulla Bank and Gulf State Community

Bank by Home BancShares, Inc., the merger of Westborough Financial Services, Inc. into Assabet Valley Bancorp, the sale of Capital Crossing Bank to

Lehman Brothers; the sale of Community Capital Bank to Carver Bancorp, Inc.; the sale of Mystic Financial, Inc. to Brookline Bancorp; the sale of

specialty lender AmeriFee Corporation to Capital One Financial Corporation; the acquisition by Richmond County Financial Corporation of seven

branches from FleetBoston Financial Corporation; and the acquisitions of North American Bank Corporation and thirteen branches of Shawmut Bank for

Banknorth Group, Inc. while running Bankorth’s internal M&A function.

Prior to joining Tucker Anthony Sutro, Mr. Quad was a Vice President in the Financial Institutions Group at Advest, Inc., where he also worked with

financial institutions clients. Preceding Advest, Mr. Quad was Vice President and Director of Mergers and Acquisitions for Banknorth Group, Inc., at the

time a $2 billion bank holding company headquartered in Burlington, Vermont, where he founded the company’s internal M&A function and coordinated

the bank’s first two acquisitions and an internal restructuring of the company’s trust subsidiaries. At Banknorth, Mr. Quad also gained valuable

experience in cost accounting and budgeting, asset/liability management, consolidation accounting and SEC and regulatory reporting.

Mr. Quad holds a B.S. in Business Administration from The University of Vermont, magna cum laude, and an M.B.A. from Cornell University, with

distinction. Mr. Quad is a Series 7 and Series 63 registered representative.

Biography

77

Biography

Mark R. McCollom

Senior Managing Director, Co-Head of Financial Institutions Group

Griffin Financial Group, LLC

Phone: (6106) 478-2106

[email protected]

Mark McCollom is a senior member of Griffin’s Financial Institutions Group, where he provides merger and acquisition advisory, capital

formation, and strategic alternative services to bank executives, directors, stockholders, and investors. Calling on his more than 25 years of

experience as a senior financial executive in the banking industry, Mark works with both regional and community banks and thrifts, specialty

lenders, and asset managers.

Over the course of his career, Mark has coordinated the financial and operational aspects of more than 50 acquisitions encompassing $57.3 billion

in assets with a combined transaction value in excess of $6 billion. Additionally he coordinated over 20 debt and equity financings totaling in

excess of $10 billion.

Prior to joining Griffin, Mark was Chief Financial Officer for Sovereign Bancorp, Inc. and Sovereign Bank, a financial institution with

approximately $90 billion in assets and 12,000 team members with principal markets in the Northeastern United States. During his tenure at

Sovereign, he was responsible for corporate strategy and development; the treasury, accounting and financial reporting functions; investor relations

and management reporting; budgeting; corporate real estate; and tax.

Mark was instrumental in executing Sovereign's acquisition and capital markets programs, which permitted Sovereign to grow from less than $500

million to approximately $90 billion in assets with total shareholder returns exceeding sector and broader market indices during his tenure. Prior to

joining Sovereign, Mark was a senior corporate development officer at Meridian Bancorp.

A CPA, Mark is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public

Accountants. He is also a member of the CFO Councils for both the Financial Services Roundtable and the BAI. He serves in a leadership capacity

in several nonprofit organizations.

Mark received a B.S., with high distinction, from the Pennsylvania State University. He is a licensed General Securities Principal.

Documents

The M&A Landscape for Financial Institutions · The M&A Landscape for Financial Institutions . 2 ... Any projections or recommendations contained herein involve many assumptions regarding