Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) First National Bankshares has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares and (assuming due authorization, execution and delivery by Fifth Third) constitutes a valid and binding obligation of First National Bankshares, enforceable against First National Bankshares in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither the execution and delivery of this Agreement by First National Bankshares, nor the consummation by First National Bankshares of the transactions contemplated hereby, nor compliance by First National Bankshares with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter or the Bylaws of First National Bankshares, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Parent has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of Parent (the First National Bankshares Charter"Parent Board"). The Parent Board of Directors of First National Bankshares has determined that this Agreement and the Merger is advisable and transactions contemplated hereby are in the best interest interests of First National Bankshares Parent and its shareholders stockholders, has resolved to recommend that holders of Parent Common Stock vote in favor of the approval of this Agreement, the Sponsor Stockholders Agreements and the transactions contemplated hereby and thereby and has directed that this Agreement and the transactions contemplated hereby Sponsor Stockholders Agreements be submitted to First National Bankshares’ shareholders Parent's stockholders for adoption approval at a duly held meeting of such shareholders stockholders (the "Parent Stockholders Meeting"), and, except for (i) the approval of this Agreement, the Sponsor Stockholders Agreements and the transactions contemplated hereby and thereby by the affirmative vote of stockholders of Parent having the majority of the voting power present in person or represented by proxy at the Parent Stockholders Meeting or any adjournment or postponement thereof (assuming that the total vote cast on the proposal represents a majority in interest of all outstanding shares of Parent Common Stock entitled to vote) (the "Parent Stockholder Approval"), and (ii) the adoption of this Agreement by and the affirmative vote approval of the holders Merger by Parent as the sole stockholder of a majority of the outstanding shares of First National Bankshares Common StockMerger Sub, no other corporate proceedings on the part of First National Bankshares Parent or vote by the holders of any class or series of Parent Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and (assuming due authorization, execution and delivery by Fifth Thirdthe other parties hereto) constitutes a the valid and binding obligation of First National BanksharesParent, enforceable against First National Bankshares Parent in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, Parent and Merger Sub nor the consummation by First National Bankshares Parent and Merger Sub of the transactions contemplated hereby, nor compliance by First National Bankshares Parent and Merger Sub with any of the terms or provisions hereof, of this Agreement will (i) violate any provision of the First National Bankshares Parent Charter or the Parent Bylaws of First National Bankshares, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Injunction or injunction any Law applicable to First National BanksharesParent, any of its the Parent Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its the Parent Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (except, in the case of clause (ii) above) ), for such violations, conflicts, breaches breaches, defaults, terminations, rights of termination or defaults which either cancellation, accelerations or Liens that would not, individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Buyer has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterBuyer. The Board of Directors of First National Bankshares Buyer has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares Buyer and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except shareholders. Except for the adoption and approval of this the Bank Merger Agreement by the affirmative vote Board of the holders Directors of a majority of the outstanding shares of First National Bankshares Common StockBuyer Bank and Buyer as Buyer Bank’s sole shareholder, no other corporate proceedings on the part of First National Bankshares Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares ▇▇▇▇▇ and (assuming due authorization, execution and delivery by Fifth ThirdSeller) constitutes a valid and binding obligation of First National BanksharesBuyer, enforceable against First National Bankshares Buyer in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Buyer Common Stock to be issued in the Merger have been validly authorized, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Buyer will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares▇▇▇▇▇, nor the consummation by First National Bankshares Buyer of the transactions contemplated hereby, including the Bank Merger, nor compliance by First National Bankshares Buyer with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Buyer Articles or the Bylaws of First National BanksharesBuyer Regulations, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesBuyer, any of its Buyer Significant Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Buyer or any of its Buyer Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Buyer or any of its Buyer Significant Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause clauses (iiA) and (B) above) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National BanksharesBuyer. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Insys has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of Insys (the First National Bankshares Charter“Insys Board”). The Insys Board of Directors of First National Bankshares has determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting are in the best interests of such shareholders andInsys and its stockholders and has approved and declared advisable this Agreement, except for recommended that its stockholders vote in favor of the adoption of this Agreement by and directed that this Agreement be submitted to its stockholders for adoption. No other corporate proceedings on the part of Insys or its stockholders is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part Stock of First National Bankshares are necessary to approve Insys adopting this Agreement or to consummate (the transactions contemplated hereby“Insys Stockholder Vote”) and the filing of the appropriate merger documents as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by First National Bankshares Insys and (assuming due authorization, execution and delivery by Fifth Thirdthe other parties hereto) constitutes a the valid and binding obligation of First National BanksharesInsys, enforceable against First National Bankshares Insys in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, Insys nor the consummation by First National Bankshares Insys of the transactions contemplated hereby, nor compliance by First National Bankshares Insys with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Insys Charter or the Bylaws of First National Bankshares, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xA) violate any order, Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ, writ or decree or injunction applicable to First National Bankshares, any of its Subsidiaries Insys or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien lien upon any of the respective properties or assets of First National Bankshares or any of its Subsidiaries Insys under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseLicense, lease, agreement or other instrument or obligation to which First National Bankshares or any of its Subsidiaries Insys is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares PIF has full all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions. M▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board PIF Board, including, after separate meetings and discussion, all of the Independent Directors of First National BanksharesPIF, including and the board of directors of Merger Sub. The PIF Board, including, after separate meetings and discussion, all approvals required under Article VII of the First National Bankshares Charter. The Board of Independent Directors of First National Bankshares PIF, has unanimously determined that (A) this Agreement and the Merger is terms of the Mergers and the other Transactions are advisable and in the best interest interests of First National Bankshares PIF and its shareholders and has directed (B) determined that this Agreement the interests of PIF’s existing members will not be diluted (as provided under Rule 17a-8 promulgated under the Investment Company Act) as a result of the Transactions. The Mergers and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement other Transactions have been authorized by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings all necessary limited liability company action on the part of First National Bankshares are necessary to approve this Agreement or to consummate the transactions contemplated herebyPIF. This Agreement has been duly and validly executed and delivered by First National Bankshares PIF and M▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by Fifth ThirdSLIC and Adviser) constitutes a the valid and binding obligation of First National Bankshareseach of PIF and Merger Sub, enforceable against First National Bankshares each of PIF and Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPIF or Merger Sub, nor the consummation by First National Bankshares PIF or Merger Sub of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by First National Bankshares with any of the terms PIF or provisions hereofMerger Sub, will (i) violate any provision of the First National Bankshares Charter PIF Certificate, PIF LLC Agreement or the Bylaws bylaws or certificate of First National Bankshares, incorporation of Merger Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 4.2(a) and Section 4.3 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to First National Bankshares, PIF or any of its Consolidated Subsidiaries or (B) except as set forth in any of their respective properties or assets or (y) Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment the consent, approval or indemnification underauthorization of, require divestiture ofor notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares PIF or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which First National Bankshares PIF or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (ii) above) for ii)(B), any such violationsviolation, conflictsconflict, breaches breach, loss, default, termination, cancellation, acceleration, consent, approval or defaults which either creation that would not, individually or in the aggregate will not have aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a Material Adverse Effect on First National Bankshares. (cwhole. Section 4.2(b) First National Bankshares’ shareholders are not entitled of the PIF Disclosure Schedule sets forth, to exercise PIF’s knowledge, any dissenters’ or appraisal rights material consent fees payable to a third party in connection with the transactions contemplated herebyMergers.

Authority; No Violation. (a) First National Bankshares The Company has full corporate power and corporate authority to execute and deliver this Agreement and, subject in the case to receipt of the consummation of the Merger Company Required Vote (as hereinafter defined) (to the adoption of this Agreement extent such Company Required Vote is required by the requisite vote of the holders of First National Bankshares Common Stockapplicable law), to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that this Agreement, the Offer and the Merger are in the best interests of the Company and its shareholders and declared this Agreement, the Offer and the Merger to be advisable, (ii) approved the Offer and the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved (iii) subject to Section 8.8, recommended that shareholders of the Company adopt this Agreement and, if required by applicable law, directed that such matter be submitted for consideration by the Board of Directors of First National Bankshares, including all approvals required under Article VII of Company’s shareholders at the First National Bankshares CharterCompany Shareholder Meeting (as hereinafter defined). The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Company Common StockStock entitled to vote in accordance with applicable law, if required (the “Company Required Vote”), no other corporate proceedings on the part of First National Bankshares the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares the Company and (assuming due authorization, execution and delivery by Fifth ThirdParent and Merger Sub) constitutes a valid and binding obligation of First National Banksharesthe Company, enforceable against First National Bankshares the Company in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights and remedies generally (the rights of creditors generally “Bankruptcy and the availability of equitable remediesEquity Exceptions”). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, the Company nor the consummation by First National Bankshares the Company of the transactions contemplated herebyhereby (including, without limitation, the Offer and the Merger), nor compliance by First National Bankshares the Company with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Articles of Incorporation or the Bylaws of First National Bankshares, the Company or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 5.4 are duly obtainedobtained or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit undersecurities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults or defaults which other events which, either individually or in the aggregate will aggregate, would not have reasonably be expected to result in a Company Material Adverse Effect on First National BanksharesEffect. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Parent has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterParent. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and Parent has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ Parent’s shareholders for approval and adoption at a meeting of such shareholders and, except for the approval and adoption of this Agreement by the affirmative requisite vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockParent’s shareholders, no other corporate proceedings on the part of First National Bankshares Parent are necessary to approve and adopt this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) this Agreement constitutes a valid and binding obligation of First National BanksharesParent, enforceable against First National Bankshares Parent in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or receivership and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed may be set forth in Section 5.3(b) of the First National Bankshares Parent Disclosure Schedule, neither the execution and delivery of this Agreement by First National BanksharesParent, nor the consummation by First National Bankshares Parent of the transactions contemplated hereby, nor compliance by First National Bankshares Parent with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Articles of Incorporation or Bylaws of Parent, or the Bylaws articles of First National Bankshares, incorporation or bylaws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Parent has and Merger Sub will have full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National BanksharesParent, including all approvals required under Article VII and will be so approved in the case of the First National Bankshares CharterMerger Sub. The Board of Directors of First National Bankshares Parent has determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby are in the best interests of Parent and its stockholders and has directed that the issuance of Parent Common Stock in connection with the Merger be submitted to First National Bankshares’ shareholders Parent’s stockholders for approval and adoption at a duly held meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Parent Common StockStock present or represented and entitled to vote at such meeting, no other corporate proceedings on the part of First National Bankshares Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and (assuming due authorization, execution and delivery by Fifth ThirdCompany) constitutes a the valid and binding obligation of First National BanksharesParent, enforceable against First National Bankshares each of Parent in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting subject to the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesParent or Merger Sub, nor the consummation by First National Bankshares Parent or Merger Sub of the transactions contemplated hereby, nor compliance by First National Bankshares Parent or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter Parent Certificate or the Parent Bylaws or the certificate of First National Banksharesincorporation or bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to First National BanksharesParent, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Banksharesis bound. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Purchaser has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterPurchaser. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except Except for the adoption and approval of this the Bank Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockPurchaser Bank and Purchaser as its sole shareholder, no other corporate proceedings on the part of First National Bankshares Purchaser are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Purchaser and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National BanksharesPurchaser, enforceable against First National Bankshares Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Purchaser Common Stock to be issued in the Merger have been validly authorized, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Purchaser will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPurchaser, nor the consummation by First National Bankshares Purchaser of the transactions contemplated hereby, nor compliance by First National Bankshares Purchaser with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Purchaser Articles or the Bylaws of First National BanksharesPurchaser Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section Sections 3.4 and 4.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Purchaser or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Purchaser or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults which creations which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National BanksharesPurchaser. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (ai) First National Bankshares Purchaser has full corporate corporate, partnership or limited liability company power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to other actions described in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common StockSection 2.3(b) and Section 2.3(c), to consummate the transactions contemplated herebyClosing. The execution and delivery of this Agreement Agreement, the performance by Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby Closing have been duly and validly approved by the Board (A) Purchaser’s board of Directors directors or other equivalent governing body, as applicable, (B) a duly authorized committee of First National BanksharesPurchaser’s board of directors, including all approvals required or (C) a duly authorized officer under Article VII corporate authority delegated by P▇▇▇▇▇▇▇▇’s board of the First National Bankshares Charterdirectors. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no No other corporate proceedings on the part of First National Bankshares Purchaser or any of Purchaser’s partners or equityholders are necessary to approve or adopt this Agreement Agreement, for Purchaser to perform its obligations hereunder or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares P▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National BanksharesPurchaser, enforceable against First National Bankshares Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesEnforceability Exceptions). (bii) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPurchaser, the performance by Purchaser of its obligations hereunder nor the consummation by First National Bankshares Purchaser of the transactions contemplated hereby, including the Investment, nor compliance by First National Bankshares Purchaser with any of the terms or provisions hereof, will (iA) violate any provision of the First National Bankshares Charter Purchaser’s certificate or the Bylaws articles of First National Bankshares, incorporation or bylaws (or other comparable charter or organizational documents) or (iiB) assuming that the consents and approvals referred to in Section 4.4 2.3(c) are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National Bankshares, Purchaser or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares or any of its Subsidiaries Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or any of its Subsidiaries Purchaser is a party, or by which they Purchaser or any of their respective its properties or assets may be bound or affectedbound, except (in the case of clause clauses (iiB)(x) and (B)(y) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults creations which would not, either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled aggregate, reasonably be expected to exercise any dissenters’ or appraisal rights in connection with materially and adversely affect Purchaser’s ability to consummate the Investment and the other transactions contemplated herebyby this Agreement.

Authority; No Violation. (a) First National Bankshares Parent has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterParent. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and Parent has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ Parent’s shareholders for approval and adoption at a meeting of such shareholders and, except for the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative requisite vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockParent’s shareholders, no other corporate proceedings on the part of First National Bankshares Parent are necessary to approve and adopt this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) this Agreement constitutes a valid and binding obligation of First National BanksharesParent, enforceable against First National Bankshares Parent in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or receivership and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed may be set forth in Section 5.3(b) of the First National Bankshares Parent Disclosure Schedule, neither the execution and delivery of this Agreement by First National BanksharesParent, nor the consummation by First National Bankshares Parent of the transactions contemplated hereby, nor compliance by First National Bankshares Parent with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Articles of Incorporation or Bylaws of Parent, or the Bylaws articles of First National Bankshares, incorporation or bylaws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares 5.3.1. SR Bancorp and Somerset Bank each has all full corporate power and authority to execute and deliver this Agreement andAgreement, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, perform its obligations hereunder and to consummate the transactions contemplated hereby, and each has full corporate power and authority to consummate the Conversion. The execution and delivery of this Agreement by SR Bancorp and Somerset Bank and the consummation completion by SR Bancorp and Somerset Bank of the transactions contemplated hereby hereby, up to and including the Conversion, the Charter Conversion, the Merger and the Bank Merger, have been duly and validly approved by the Board Boards of Directors of First National BanksharesSR Bancorp and Somerset Bank, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders respectively, and, except for approval of the adoption of this Agreement Conversion by the affirmative vote Depositors of the holders of a majority of the outstanding shares of First National Bankshares Common StockSomerset Bank, no other corporate proceedings on the part of First National Bankshares SR Bancorp or Somerset Bank are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, up to and including the Conversion, the Charter Conversion and the Merger. This Agreement has been duly and validly executed and delivered by First National Bankshares SR Bancorp and (assuming due authorizationSomerset Bank, execution and delivery the Bank Merger and Bank Merger Agreement has been duly and validly approved by Fifth Third) the Board of Directors of Somerset Bank, and subject to approval of the Conversion by the Depositors of Somerset Bank and receipt of the required approvals of Bank Regulators described in Section 8.4, constitutes a the valid and binding obligation obligations of First National BanksharesSR Bancorp and Somerset Bank, enforceable against First National Bankshares SR Bancorp and Somerset Bank in accordance with its terms (except as may be limited by bankruptcyterms, insolvency, moratorium, reorganization or similar laws affecting subject to the rights of creditors generally and the availability of equitable remedies)Enforceability Exceptions. (bA) Except as disclosed in the First National Bankshares Disclosure Schedule, neither the The execution and delivery of this Agreement by First National BanksharesSR Bancorp, nor and Somerset Bank, (B) subject to receipt of the approvals and consents referred to in Sections 5.4 and 8.4, and compliance with any conditions contained therein, and subject to the receipt of the approval of the Conversion by the Depositors of Somerset Bank, the consummation by First National Bankshares of the transactions contemplated hereby, nor and (C) compliance by First National Bankshares SR Bancorp and Somerset Bank with any of the terms or provisions hereof, : will not (i) violate conflict with or result in a breach of any provision of the First National Bankshares Charter articles of incorporation or bylaws of SR Bancorp, the certificate of incorporation and bylaws of Somerset Bank, or the Bylaws charter and bylaws of First National Bankshares, or any Somerset Bank Subsidiary or; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesSR Bancorp, Somerset Bank or any of its Subsidiaries Somerset Bank Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares SR Bancorp, Somerset Bank or any of its Subsidiaries under, Somerset Bank Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which First National Bankshares or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which under clause (ii) or (iii) hereof which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on First National BanksharesSR Bancorp or Somerset Bank taken as a whole. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Buyer has full corporate power and authority to execute and deliver this Agreement andAgreement, subject the Security Agreements and the other documents required to be executed and delivered by Buyer in connection herewith and therewith (collectively, the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, “Buyer Transaction Documents”) and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite action on the Board part of Directors of First National BanksharesBuyer, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares Buyer are necessary to approve this Agreement or and the other Buyer Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement and each other Buyer Transaction Document has been duly and validly executed and delivered by First National Bankshares Buyer and (assuming the due authorization, execution and delivery of this Agreement by Fifth ThirdSeller and each other Buyer Transaction Document by the other party or parties thereto) constitutes a constitute the valid and binding obligation obligations of First National BanksharesBuyer, enforceable against First National Bankshares Buyer in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)their respective terms. (b) Except Assuming that the filings, notifications, authorizations, consents, orders and/or approvals referred to in Section 5.3 are, as disclosed in the First National Bankshares Disclosure Scheduleapplicable, duly made and/or obtained, neither the execution and delivery of this Agreement or any other Buyer Transaction Document by First National BanksharesBuyer, nor the consummation by First National Bankshares Buyer of the transactions contemplated herebyhereby or thereby to be performed by it, nor compliance by First National Bankshares Buyer with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the First National Bankshares Charter Certificate of Incorporation or the Bylaws or other organizational documents of First National BanksharesBuyer, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree applicable law with respect to Buyer or injunction applicable to First National Bankshares, any of its Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of of, or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or any of its Subsidiaries Buyer is a party, or by which they Buyer or any of their respective its properties or assets assets, may be bound or affected, except (in the case of except, with respect solely to clause (iiB) above) , for such violations, conflicts, breaches or defaults which either would not, individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ aggregate, prevent or appraisal rights in connection with materially delay the consummation of the transactions contemplated herebyby this Agreement or the other Buyer Transaction Documents or the performance by Buyer of any of its obligations hereunder or thereunder.

Authority; No Violation. (a) First National Bankshares Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockrequired regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of First National BanksharesParent and Merger Sub, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares Parent and Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares each of Parent and Merger Sub and (assuming due authorization, execution and delivery by Fifth ThirdCompany of this Agreement) constitutes a will constitute valid and binding obligation obligations of First National Bankshareseach of Parent and Merger Sub, enforceable against First National Bankshares each of Parent and Merger Sub in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesParent and Merger Sub, nor the consummation by First National Bankshares Parent and Merger Sub, of the transactions contemplated hereby, nor compliance by First National Bankshares Parent and Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter certificate of incorporation or the Bylaws bylaws of First National BanksharesParent, Merger Sub and each of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to First National BanksharesParent, any Merger Sub and each of its Subsidiaries Parent’s other Subsidiaries, or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares or any Parent, Merger Sub and each of its Parent’s other Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or any Parent, Merger Sub and each of its Parent’s other Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the each case of clause (ii) above) for such violations, conflictsbreaches, breaches defaults, or defaults which terminations as would not likely have, either individually or in the aggregate will aggregate, a Material Adverse Effect on Parent. (c) Parent is not: (i) in violation of its certificate of incorporation or bylaws or similar documents; (ii) in default in the performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice, or both) affords to any Person the right to accelerate any indebtedness or terminate any right; (iii) in default under or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (iv) in violation of any law, regulation, administrative order or judicial order, decree or judgment (domestic or foreign) applicable to it or its business or assets, except where any violation, default or breach under items (ii), (iii), or (iv) could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Buyer has full requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable Buyer and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Buyer and (assuming due authorization, execution and delivery by Fifth ThirdSeller) constitutes a the valid and binding obligation of First National BanksharesBuyer, enforceable against First National Bankshares Buyer in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and the availability any bank regulatory powers and subject to general principles of equitable remediesequity). (b) Except as disclosed in set forth on Section 4.3(b) of the First National Bankshares Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by First National BanksharesBuyer, nor the consummation by First National Bankshares Buyer of the transactions contemplated hereby, nor compliance by First National Bankshares Buyer with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter Buyer Articles or the Buyer Bylaws of First National Bankshares, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to First National BanksharesBuyer, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Buyer or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Banksharesis bound. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Parent has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockstockholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger (including the Bank Merger and the Charter Amendment) have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterParent. The Board of Directors of First National Bankshares Parent has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares Parent and its shareholders stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders Parent’s stockholders for adoption at a meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Parent Common Stock, (ii) the approval of the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of votes cast at the Parent Meeting and (iii) the approval of the Charter Amendment by a vote of the majority of the shares of Parent Common Stock entitled to vote thereon (collectively, the “Requisite Parent Vote”), the adoption, approval and filing of a Certificate of Designation with respect to the Parent Series A Preferred Stock with the Delaware Secretary, the adoption and approval of the Bank Merger Agreement by Parent as its sole stockholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of First National Bankshares Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National BanksharesParent, enforceable against First National Bankshares Parent in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of Parent Common Stock), insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesParent, nor the consummation by First National Bankshares Parent of the transactions contemplated hereby, including the Bank Merger, nor compliance by First National Bankshares Parent with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Parent Certificate or the Bylaws of First National BanksharesParent Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesParent, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Citizens has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterCitizens. The Board of Directors of First National Bankshares Citizens has determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Citizens and its shareholders, has directed that this Agreement be submitted to First National Bankshares’ Citizens's shareholders for approval and adoption at a duly held meeting of such shareholders andshareholders, except has determined to recommend such approval and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by Citizens shareholders required pursuant to the affirmative vote rules of The Nasdaq National Market for the holders issuance of a majority of the outstanding shares of First National Bankshares Citizens Common StockStock pursuant to Article I (the "Stock Issuance"), no other corporate proceedings on the part of First National Bankshares Citizens are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Citizens and (assuming due authorization, execution and delivery by Fifth ThirdRepublic) constitutes a the valid and binding obligation of First National BanksharesCitizens, enforceable against First National Bankshares Citizens in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability subject to general principles of equitable remediesequity). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesCitizens, nor the consummation by First National Bankshares Citizens of the transactions contemplated hereby, nor compliance by First National Bankshares Citizens with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter Citizens Articles or the Bylaws of First National BanksharesCitizens By-laws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to First National BanksharesCitizens, any of its Subsidiaries Citizens Subsidiary or any of their respective properties or assets or (yB) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Citizens, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Citizens or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Citizens or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Banksharesis bound. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Green has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterGreen. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders Except for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding votes cast by the holders of shares of First National Bankshares Green Common StockStock at the Green Meeting to approve the issuance of the shares of Green Common Stock in connection with the Merger (the “Requisite Green Vote”), no other corporate proceedings on the part of First National Bankshares Green are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Green and (assuming due authorization, execution and delivery by Fifth ThirdPatriot) constitutes a valid and binding obligation of First National BanksharesGreen, enforceable against First National Bankshares Green in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Green Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of Green Common Stock), insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Green will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesGreen, nor the consummation by First National Bankshares Green of the transactions contemplated hereby, nor compliance by First National Bankshares Green with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Green Certificate or the Bylaws of First National BanksharesGreen Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesGreen, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Green or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Green or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesGreen. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with Green Bank has adopted the transactions contemplated herebyBank Merger Agreement, Green, as the sole shareholder of Green Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Green Bank.

Authority; No Violation. (a) First National Bankshares Fox Chase has full corporate power and authority to execute and deliver this Agreement and, subject in to the case receipt of the consummation of Regulatory Approvals and the Merger to the adoption approval of this Agreement by the requisite vote of the holders of First National Bankshares Common StockFox Chase’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Fox Chase and the consummation by Fox Chase of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of First National BanksharesFox Chase, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares are Fox Chase, except for the approval of the Fox Chase shareholders, is necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by First National Bankshares Fox Chase and, subject to (i) approval by the shareholders of Fox Chase, (ii) receipt of the Regulatory Approvals, and (assuming iii) due authorization, and valid execution and delivery of this Agreement by Fifth Third) Univest, constitutes a the valid and binding obligation of First National BanksharesFox Chase, enforceable against First National Bankshares Fox Chase in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights generally, and subject, as to enforceability, to general principles of creditors generally and the availability of equitable remedies)equity. (b) Except as disclosed in Subject to receipt of Regulatory Approvals, approval by the First National Bankshares Disclosure Schedulerequired vote of Fox Chase’s shareholders and Fox Chase’s and Univest’s compliance with any conditions contained therein, neither (i) the execution and delivery of this Agreement by First National BanksharesFox Chase, nor (ii) the consummation by First National Bankshares of the transactions contemplated hereby, nor and (iii) compliance by First National Bankshares Fox Chase with any of the terms or provisions hereof, hereof will not (iA) violate conflict with or result in a breach of any provision of the First National Bankshares Charter articles of incorporation or bylaws of Fox Chase or similar governing document of any of the Bylaws of First National BanksharesFox Chase Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtainedincluding Fox Chase Bank, (xB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Fox Chase or any of its Subsidiaries Fox Chase Subsidiary or any of their respective properties or assets assets, or (yC) except as set forth in Fox Chase Disclosure Schedule 4.3(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of First National Bankshares Fox Chase or any of its Subsidiaries under, Fox Chase Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Fox Chase or any of its Subsidiaries Fox Chase Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause B) and (ii) above) C), for such any violations, conflicts, breaches breaches, defaults or defaults other occurrences which either would not, individually or in the aggregate will not have aggregate, constitute a Material Adverse Effect on First National BanksharesEffect. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Buyer has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger and each Ancillary Agreement to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, which it is party and to consummate the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares). The execution and delivery by Buyer of this Agreement and each Ancillary Agreement to which it is party and the consummation by Buyer of the transactions contemplated hereby and thereby (including the issuance of the Buyer Note and the Buyer Shares) have been duly and validly approved authorized by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterBuyer. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no No other corporate proceedings on the part of First National Bankshares Buyer are necessary to approve this Agreement or any Ancillary Agreement to which Buyer is party or to consummate the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares). This Agreement has and each Ancillary Agreement to which Buyer is party have been duly and validly executed and delivered by First National Bankshares Buyer and (assuming due authorization, execution and delivery by Fifth Thirdeach other party thereto) constitutes a constitute valid and binding obligation obligations of First National BanksharesBuyer, enforceable against First National Bankshares Buyer in accordance with its their respective terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery by Buyer of this Agreement by First National Banksharesor any Ancillary Agreement to which Buyer is a party, nor the consummation by First National Bankshares Buyer of the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares), nor compliance by First National Bankshares Buyer with any of the terms or provisions hereofof this Agreement or any Ancillary Agreement to which Buyer is a party, will (i) violate (A) any provision of the First National Bankshares Charter Governing Documents of Buyer or the Bylaws any of First National Bankshares, its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree regulation or injunction Order applicable to First National Bankshares, any of Buyer or its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which First National Bankshares Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which with respect to clause (ii)(B) that are not reasonably likely to have, either individually or in the aggregate will not have aggregate, a Material Adverse Effect on First National BanksharesBuyer. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares ▇▇▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement and, subject in the case to receipt of the consummation Regulatory Approvals and the approval of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockits shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ▇▇▇▇▇▇▇▇ and the consummation completion by ▇▇▇▇▇▇▇▇ of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of First National Bankshares▇▇▇▇▇▇▇▇, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stockits shareholders, no other corporate proceedings on the part of First National Bankshares ▇▇▇▇▇▇▇▇, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by First National Bankshares ▇▇▇▇▇▇▇▇, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Fifth Third) VIST, constitutes a the valid and binding obligation obligations of First National Bankshares▇▇▇▇▇▇▇▇, enforceable against First National Bankshares ▇▇▇▇▇▇▇▇ in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights generally, and subject, as to enforceability, to general principles of creditors generally and the availability of equitable remedies)equity. (b) Except Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals and the approval of its shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the completion by Merger Sub of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Merger Sub, and, except for the approval of its sole shareholder, no other corporate proceedings on the part of Merger Sub, are necessary to complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Merger Sub, and subject to the receipt of the Regulatory Approvals and due and valid execution and delivery of this Agreement by VIST, constitutes the valid and binding obligations of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as disclosed in to enforceability, to general principles of equity. (c) Subject to receipt of Regulatory Approvals and VIST’s, ▇▇▇▇▇▇▇▇’, and Merger Sub’s compliance with any conditions contained therein, and to receipt of the First National Bankshares Disclosure Scheduleapproval of ▇▇▇▇▇▇▇▇’▇ shareholders, neither (A) the execution and delivery of this Agreement by First National Bankshares▇▇▇▇▇▇▇▇ and Merger Sub, nor (B) the consummation by First National Bankshares of the transactions contemplated hereby, nor and (C) compliance by First National Bankshares ▇▇▇▇▇▇▇▇ and Merger Sub with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the First National Bankshares Charter certificate of incorporation or the Bylaws bylaws of First National Bankshares, ▇▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇▇ Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, ▇▇▇▇▇▇▇▇ or any of its Subsidiaries ▇▇▇▇▇▇▇▇ Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, or result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares ▇▇▇▇▇▇▇▇ or any of its Subsidiaries under, ▇▇▇▇▇▇▇▇ Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which First National Bankshares or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which under clause (ii) or (iii) hereof which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on First National Bankshares▇▇▇▇▇▇▇▇ or Merger Sub. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Mercantile has full corporate power and authority to execute and deliver this Agreement and, subject in the case and each of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterMercantile. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and Mercantile has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ Mercantile's shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of First National Bankshares Mercantile Common StockStock entitled to vote thereon, no other corporate proceedings on the part of First National Bankshares Mercantile are necessary to approve this Agreement or and the Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and each of the Option Agreements have been duly and validly executed and delivered by First National Bankshares Mercantile and (assuming due authorization, execution and delivery by Fifth ThirdFirstar) constitutes a constitute valid and binding obligation obligations of First National BanksharesMercantile, enforceable against First National Bankshares Mercantile in accordance with its their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement or the Option Agreements by First National BanksharesMercantile, nor the consummation by First National Bankshares Mercantile of the transactions contemplated herebyhereby or thereby, nor compliance by First National Bankshares Mercantile with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the First National Bankshares Charter Mercantile Articles or the Bylaws of First National BanksharesBy-Laws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesMercantile, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares or Mercantile, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or Mercantile, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which that either individually or in the aggregate will not have a Material Adverse Effect on First National BanksharesMercantile. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares It has the full corporate limited liability company or partnership power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption each of this Agreement and the other documents required to be executed and delivered by the requisite vote of the holders of First National Bankshares Common Stockit pursuant to this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of each of this Agreement and the other documents required to be executed and delivered by it pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board its board of Directors of First National Banksharesdirectors, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable managing partners or other managing authority, and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate limited liability company, partnership or other organizational proceedings on the its part of First National Bankshares are necessary to approve this Agreement or any of the other documents required to be executed and delivered by it pursuant to this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This It has duly executed and delivered this Agreement has been and this Agreement constitutes its binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to creditors’ rights and general equity principles. At or prior to the Closing, it will duly execute and validly deliver each other document required to be executed and delivered by First National Bankshares it pursuant to this Agreement and (assuming due authorization, execution and delivery by Fifth Third) constitutes a valid and such other documents shall constitute its binding obligation of First National Banksharesobligation, enforceable against First National Bankshares it in accordance with its terms (except as may be limited by their terms, subject to applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium or similar laws affecting the relating to creditors’ rights of creditors generally and the availability of equitable remedies)general equity principles. (b) Except as disclosed in the First National Bankshares Disclosure ScheduleThe execution, neither the execution delivery and delivery performance by it of this Agreement and the other documents required to be executed and delivered by First National Banksharesit pursuant to this Agreement, nor and the consummation by First National Bankshares it of the transactions contemplated herebyhereby and thereby, nor compliance by First National Bankshares with do not and will not (i) require any authorization, consent, waiver, approval, exemption, permit or order of or other action by, or notice or declaration to, or filing with, any Governmental Entity under any Law applicable to it or any of its assets, except for any filings required to be made under the terms Securities Exchange Act of 1934, as amended (the “Exchange Act”), or provisions hereofany regulations promulgated thereunder, will (iii) violate any provision of the First National Bankshares Charter any of its partnership agreements, limited liability company membership agreements, articles or certificates of formation, articles or certificates of limited partnership or other governing documents or the Bylaws partnership agreements, limited liability company membership agreements, articles or certificates of First National Banksharesincorporation, by-laws or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtainedother governing documents of any of its Affiliates, (xiii) violate any statuteLaw, code, ordinance, rule, regulation, judgment, order, writ, decree Permit or injunction Judgment applicable to First National Bankshares, it or any of its Subsidiaries Affiliates, or any of their respective properties or assets assets, or give any Governmental Entity the right to challenge any of the transactions contemplated by this Agreement or (yiv) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien Encumbrance upon any of the respective its properties or assets of First National Bankshares or any those of its Subsidiaries Affiliates (including, but not limited to, the Seller Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement (written or oral) or other instrument or obligation to which First National Bankshares it or any of its Subsidiaries Affiliates is a party, or by which they or any of their respective properties or assets (including, but not limited to, the Seller Shares) may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Parent and Merger Sub has full the corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National BanksharesParent (the “Parent Board”), including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares Merger Sub (the “Merger Sub Board”) and Parent, as the sole stockholder of Merger Sub. The Parent Board and the Merger Sub Board have determined that this Agreement and the Merger is advisable and transactions contemplated hereby are in the best interest interests of First National Bankshares Parent and its shareholders Merger Sub and their respective stockholders and the Parent Board has directed that this Agreement and the transactions contemplated hereby and the issuance of the Merger Consideration (the “Share Issuance”) be submitted to First National Bankshares’ shareholders Parent’s stockholders for adoption approval at a duly held meeting of such shareholders stockholders (the “Parent Stockholders Meeting”) and, except for the adoption approval of this Agreement and the transactions contemplated hereby and the Share Issuance by the affirmative vote a majority of the holders of a majority of the outstanding shares of First National Bankshares Parent Common Stock, present in person or by proxy at the Parent Stockholder Meeting (“Parent Stockholder Approval”), no other corporate proceedings on the part of First National Bankshares Parent or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and by Merger Sub and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a constitute the valid and binding obligation obligations of First National BanksharesParent and Merger Sub, enforceable against First National Bankshares Parent and Merger Sub in accordance with its their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesBankruptcy Exception). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesParent or Merger Sub, nor the consummation by First National Bankshares of the transactions contemplated hereby, nor compliance by First National Bankshares Parent or Merger Sub, as applicable, with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Parent Charter, the Parent Bylaws, the Merger Sub Charter or the Merger Sub Bylaws of First National Bankshares, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Injunction or injunction Law applicable to First National BanksharesParent, any of its the Parent Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its the Parent Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either referred to in clause (ii) that would not, individually or in the aggregate will not aggregate, have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 has full all requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board Boards of Directors Governors of First National Bankshareseach of FSIC II, including all approvals required under Article VII of the First National Bankshares CharterIndependent Governors of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3. The Board of Directors Governors of First National Bankshares FSIC II, including all of the Independent Governors of FSIC II, has unanimously determined that this Agreement and the Merger is terms of the Mergers and the related Transactions are advisable and in the best interest interests of First National Bankshares and its shareholders FSIC II, determined that the interests of FSIC II’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC II Matters and has directed that this Agreement and the transactions contemplated hereby FSIC II Matters be submitted to First National Bankshares’ shareholders FSIC II’s stockholders for adoption approval at a duly held meeting of such shareholders and, except stockholders (the “FSIC II Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the FSIC II Requisite Vote and the adoption of this Agreement by FSIC II, in its capacity as sole stockholder of Merger Sub 2, the affirmative vote of Mergers and the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other Transactions have been authorized by all necessary corporate proceedings on the part of First National Bankshares are necessary to approve this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by First National Bankshares FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 and (assuming due authorization, execution and delivery by Fifth Thirdeach Company) constitutes a the valid and binding obligation of First National Bankshareseach of FSIC II, Merger Sub 1, Merger Sub 2, and Merger Sub 3, enforceable against First National Bankshares each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesFSIC II, Merger Sub 1, Merger Sub 2 or Merger Sub 3, nor the consummation by First National Bankshares FSIC II, Merger Sub 1, Merger Sub 2 or Merger Sub 3 of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by First National Bankshares with any of the terms FSIC II, Merger Sub 1, Merger Sub 2 or provisions hereof, Merger Sub 3 will (i) violate any provision of the First National Bankshares Charter FSIC II Charter, FSIC II Bylaws or the Bylaws governing documents of First National BanksharesMerger Sub 1, Merger Sub 2 or Merger Sub 3 or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.3(a) and Section 3.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to First National Bankshares, FSIC II or any of its Consolidated Subsidiaries or (B) except as set forth in any of their respective properties or assets or (y) Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment the consent, approval or indemnification underauthorization of, require divestiture ofor notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares FSIC II or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which First National Bankshares FSIC II or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (ii) above) for ii)(B), any such violationsviolation, conflictsconflict, breaches breach, loss, default, termination, cancellation, acceleration, consent, approval or defaults which either creation that would not, individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on First National BanksharesFSIC II. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Integrated Mergers and the issuance of shares of Parent Common Stock in connection with the First-Step Merger, have been duly and validly approved by the Board of Directors of First National BanksharesParent, including all approvals required under Article VII and the execution and delivery of this Agreement and the consummation of the First National Bankshares Charter. The First-Step Merger have been duly and validly approved by the Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no Sub. No other corporate proceedings or approvals on the part of First National Bankshares Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and Merger Sub and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National BanksharesParent and Merger Sub, enforceable against First National Bankshares Parent and Merger Sub in accordance with its terms (except in all cases as may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the First-Step Merger have been validly authorized and, insolvencywhen issued in accordance with the terms of this Agreement, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither None of the execution and delivery of this Agreement by First National BanksharesParent or Merger Sub, nor the consummation by First National Bankshares Parent or Merger Sub of the transactions contemplated hereby, nor the consummation by Parent Bank of the Bank Mergers and compliance by First National Bankshares Parent or Merger Sub with any of the terms or provisions hereof, hereof will (i) violate any provision of the First National Bankshares Charter Parent Certificate. the Parent Bylaws, the Merger Sub Certificate or the Merger Sub Bylaws or any governing or organizational document of First National Bankshares, any Parent Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National BanksharesParent, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of this clause (ii) abovey)) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights The Board of Directors of Parent Bank has adopted each of the Bank Merger Agreements. Parent, as the sole shareholder of Parent Bank, has adopted and approved each of the Bank Merger Agreements, and each of the Bank Merger Agreements has been duly executed by Parent Bank and (assuming due authorization, execution and delivery by each of TBOD and VPB) constitutes a valid and binding obligation of Parent Bank, enforceable against Parent Bank in connection accordance with its terms (except in all cases on such enforceability may be limited by the transactions contemplated herebyEnforceability Exception).

Authority; No Violation. (a) First National Bankshares FCB has full corporate power and authority to execute and deliver this Agreement and, subject in to the case approval of the consummation shareholders of FCB and to the receipt of the Merger to the adoption of this Agreement by the requisite vote Consents of the holders of First National Bankshares Common StockRegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of FCB has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National BanksharesAgreement, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement Agreement, the Plan of Merger and the transactions contemplated hereby be submitted to First National Bankshares’ FCB’s shareholders for adoption approval at a meeting of such shareholders and, except for the adoption of this such Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stockits shareholders, no other corporate proceedings proceeding on the part of First National Bankshares are FCB is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by FCB and delivered by First National Bankshares FCB (and (assuming due authorization, execution and delivery by Fifth Third) constitutes EVBS), will constitute a valid and binding obligation of First National Bankshares, FCB and will be enforceable against First National Bankshares FCB in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies)remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Except as disclosed set forth in the First National Bankshares Disclosure ScheduleSchedule 3.6(b), neither the execution and delivery of this Agreement by First National Bankshares, FCB nor the consummation by First National Bankshares FCB of the transactions contemplated hereby, nor compliance by First National Bankshares FCB with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Articles of Incorporation or the Bylaws of First National BanksharesFCB or any of its Subsidiaries, or (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 4.4 herein are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, FCB or any of its Subsidiaries or any of their respective properties or assets or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares FCB or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which First National Bankshares FCB or any of its Subsidiaries is a party, or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares EVBS has full corporate power and authority to execute and deliver this Agreement and, subject in to the case approval of the consummation shareholders of EVBS and to the receipt of the Merger to the adoption of this Agreement by the requisite vote Consents of the holders of First National Bankshares Common StockRegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of EVBS has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National BanksharesAgreement, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement Agreement, the Plan of Merger and the transactions contemplated hereby be submitted to First National Bankshares’ EVBS’s shareholders for adoption approval at a meeting of such shareholders and, except for the adoption of this such Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stockits shareholders, no other corporate proceedings proceeding on the part of First National Bankshares are EVBS is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by EVBS and delivered by First National Bankshares EVBS (and (assuming due authorization, execution and delivery by Fifth Third) constitutes EVBS), will constitute a valid and binding obligation of First National Bankshares, EVBS and will be enforceable against First National Bankshares EVBS in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies)remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Except as disclosed set forth in the First National Bankshares Disclosure ScheduleEVBS Schedule 4.6(b), neither the execution and delivery of this Agreement by First National Bankshares, EVBS nor the consummation by First National Bankshares EVBS of the transactions contemplated hereby, nor compliance by First National Bankshares EVBS with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Articles of Incorporation or the Bylaws of First National BanksharesEVBS or any of the EVBS Subsidiaries, or (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 4.4 herein are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, any of its Subsidiaries EVBS or any of their respective properties or assets the EVBS Subsidiaries or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares EVBS or any of its the EVBS Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which First National Bankshares EVBS or any of its the EVBS Subsidiaries is a party, or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares has Parent and Merger Sub have full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly approved by the Board all necessary corporate action of Directors of First National BanksharesParent and Merger Sub, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate or shareholder proceedings on the part of First National Bankshares Parent and Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and Merger Sub and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National BanksharesParent and Merger Sub, enforceable against First National Bankshares Parent and Merger Sub in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesParent and Merger Sub, nor the consummation by First National Bankshares Parent and Merger Sub of the transactions contemplated hereby, nor compliance by First National Bankshares Parent and Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter certificate of incorporation, bylaws or similar governing documents of Parent and Merger Sub or any of the Bylaws similar governing documents of First National Bankshares, any of their respective Subsidiaries or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 4.4 5.4 are duly obtainedobtained or satisfied, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National Bankshares, Parent or any of its Subsidiaries or any of their respective properties properties, rights or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of First National Bankshares Parent or Merger Sub or any of its their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which First National Bankshares Parent or Merger Sub or any of its their respective Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults or defaults other events which either would not reasonably be expected to have, individually or in the aggregate will not have aggregate, a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares TD Banknorth has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger and to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly and validly approved by the Board all requisite corporate and shareholder action of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable TD Banknorth and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate or shareholder proceedings on the part of First National Bankshares TD Banknorth are necessary pursuant to the TD Banknorth Certificate, the TD Banknorth Bylaws, the DGCL or otherwise to approve and adopt this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares TD Banknorth and (assuming due authorization, execution and delivery by Fifth Thirdthe other Parties) constitutes a valid and binding obligation of First National BanksharesTD Banknorth, enforceable against First National Bankshares TD Banknorth in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Upon its organization, Merger Sub will have full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Upon approval of this Agreement by the Board of Directors of Merger Sub and TD Banknorth in its capacity as the sole shareholder of Merger Sub, the execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby will have been duly and validly approved by all requisite corporate and shareholder action of Merger Sub and no other corporate or shareholder proceedings on the part of Merger Sub will be necessary pursuant to Merger Sub’s certificate of incorporation and bylaws, the NJBCA or otherwise to approve this Agreement or to perform and consummate the transactions contemplated hereby. Upon its organization, this Agreement will be duly and validly executed and delivered by Merger Sub and following such execution and delivery (assuming due authorization, execution and delivery by the other Parties) this Agreement will constitute a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (c) Except as disclosed set forth in Section 5.2(c) of the First National Bankshares TD Banknorth Disclosure Schedule, neither the execution and delivery of this Agreement by First National Bankshares, TD Banknorth and Merger Sub nor the performance and consummation by First National Bankshares TD Banknorth and Merger Sub of the transactions contemplated hereby, nor compliance by First National Bankshares TD Banknorth and Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter TD Banknorth Certificate, TD Banknorth Bylaws or any of the Bylaws similar governing documents of First National Bankshares, any of TD Banknorth’s Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesTD Banknorth, any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares TD Banknorth or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares TD Banknorth or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause clauses (iix) and (y) above) for such violations, conflicts, breaches breaches, defaults or defaults which other events which, either individually or in the aggregate aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on First National BanksharesTD Banknorth. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Community has full corporate power and authority to execute and deliver this Agreement and, subject in to the case approval of the consummation shareholders of Community and to the receipt of the Merger to the adoption of this Agreement by the requisite vote Consents of the holders of First National Bankshares Common StockRegulatory Authorities, to consummate the transactions contemplated hereby. The Board of Directors of Community has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National BanksharesAgreement, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ Community's shareholders for adoption approval at a meeting of such shareholders and, except for the adoption of this such Agreement by its shareholders and the affirmative vote execution and filing of the holders Certificate of a majority of the outstanding shares of First National Bankshares Common StockMerger, no other corporate proceedings proceeding on the part of First National Bankshares are Community is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by Community and delivered by First National Bankshares Community (and (assuming due authorization, execution and delivery by Fifth Third) constitutes Sun), will constitute a valid and binding obligation of First National BanksharesCommunity, and will be enforceable against First National Bankshares Community in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization receivership or similar laws affecting the enforcement of creditors' rights of creditors generally and except that the availability of the equitable remedies)remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, Community nor the consummation by First National Bankshares Community of the transactions contemplated hereby, nor compliance by First National Bankshares Community with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Certificate of Incorporation or Bylaws of Community, or the Certificate of Incorporation or Bylaws of First National Banksharesany Community subsidiary, or (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 4.4 herein are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesCommunity, any of its Subsidiaries Community Bank or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares Community or any of its Subsidiaries Community Bank under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which First National Bankshares Community or any of its Subsidiaries Community Bank is a party, or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Integrated Mergers and the issuance of shares of Parent Common Stock in connection with the First-Step Merger, have been duly and validly approved by the Board of Directors of First National BanksharesParent, including all approvals required under Article VII and the execution and delivery of this Agreement and the consummation of the First National Bankshares Charter. The First-Step Merger have been duly and validly approved by the Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no Sub. No other corporate proceedings or approvals on the part of First National Bankshares Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and Merger Sub and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National BanksharesParent and Merger Sub, enforceable against First National Bankshares Parent and Merger Sub in accordance with its terms (except in all cases as may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the First-Step Merger have been validly authorized and, insolvencywhen issued in accordance with the terms of this Agreement, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither None of the execution and delivery of this Agreement by First National BanksharesParent or Merger Sub, nor the consummation by First National Bankshares Parent or Merger Sub of the transactions contemplated hereby, nor the consummation by Parent Bank of the Bank Merger and compliance by First National Bankshares Parent or Merger Sub with any of the terms or provisions hereof, hereof will (i) violate any provision of the First National Bankshares Charter Parent Certificate, the Parent Bylaws, the Merger Sub Certificate or the Merger Sub Bylaws of First National Bankshares, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National BanksharesParent, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of this clause (ii) abovey)) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights The Board of Directors of Parent Bank has adopted the Bank Merger Agreement. Parent, as the sole shareholder of Parent Bank, has adopted and approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Parent Bank and (assuming due authorization, execution and delivery by Company Bank) constitutes a valid and binding obligation of Parent Bank, enforceable against Parent Bank in connection accordance with its terms (except in all cases on such enforceability may be limited by the transactions contemplated herebyEnforceability Exception).

Authority; No Violation. (a) First National Bankshares VIST has full corporate power and authority to execute and deliver this Agreement and, subject in to the case receipt of the consummation of Regulatory Approvals and the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common StockVIST Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by VIST and the consummation by VIST of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of First National BanksharesVIST, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares are VIST, except for the approval of the VIST shareholders, is necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by First National Bankshares VIST, and (assuming subject to approval by the shareholders of VIST and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Fifth Third) ▇▇▇▇▇▇▇▇, constitutes a the valid and binding obligation of First National BanksharesVIST, enforceable against First National Bankshares VIST in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights generally, and subject, as to enforceability, to general principles of creditors generally and the availability of equitable remedies)equity. (b) Except as disclosed in Subject to receipt of Regulatory Approvals and VIST’s and ▇▇▇▇▇▇▇▇’▇ compliance with any conditions contained therein, and to the First National Bankshares Disclosure Schedulereceipt of the VIST Shareholder Approval, neither (A) the execution and delivery of this Agreement by First National BanksharesVIST, nor (B) the consummation by First National Bankshares of the transactions contemplated hereby, nor and (C) compliance by First National Bankshares VIST with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the First National Bankshares Charter articles of incorporation or bylaws of VIST or any VIST Subsidiary or the Bylaws charter and bylaws of First National Bankshares, or VIST Bank; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, VIST or any of its Subsidiaries VIST Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares VIST or any of its Subsidiaries under, VIST Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which First National Bankshares VIST or any of its Subsidiaries VIST Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which under clause (ii) or (iii) hereof which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on First National BanksharesVIST and the VIST Subsidiaries taken as a whole. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Knight, the Company, Merger Sub A, Merger Sub B and Merger Sub C (collectively, the “Knight Companies”) has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Knight Merger by the stockholders of Knight (solely in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common StockKnight), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII each of the First National Bankshares CharterKnight Companies. The Board of Directors of First National Bankshares each of the Knight Companies has determined that the Merger this Agreement is advisable and in the best interest interests of First National Bankshares and its shareholders respective stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders its respective stockholders for approval and adoption at and has adopted a meeting of such shareholders and, except resolution to the foregoing effect. Except for the approval and adoption of this Agreement and the Knight Merger by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Knight Common Stock, Stock (the “Knight Stockholder Approval”) no other corporate proceedings on the part of First National Bankshares the Knight Companies are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares each of the Knight Companies, and (assuming due authorization, execution and delivery by Fifth ThirdGETCO and Blocker) constitutes a valid and binding obligation of First National Banksharesthe Knight Companies, enforceable against First National Bankshares each such party in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, any of the Knight Companies nor the consummation by First National Bankshares any of the Knight Companies of the transactions contemplated hereby, nor compliance by First National Bankshares any of the Knight Companies with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter Knight Certificate, Knight Bylaws or the Bylaws Knight Subsidiary Governing Documents, or any provision of First National Banksharesthe organizational documents of the Company, Merger Sub A, Merger Sub B or Merger Sub C, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to First National BanksharesKnight, any of its Subsidiaries or any of their respective properties or assets assets, or any of the other Knight Companies, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Knight or any of its Subsidiaries under(including the other Knight Companies), under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, licensePermit, leaseContract, agreement bylaw or other instrument or obligation to which First National Bankshares Knight or any of its Subsidiaries (including the other Knight Companies) is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound, except (other than, in the case of clause (ii) above) for ), any such violationsviolation, conflictsconflict, breaches breach or defaults which either loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate will not have aggregate, have, or reasonably be expected to have, a Material Adverse Effect on First National BanksharesKnight. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Except as set forth in Section 4.3(a) of the Company Disclosure Letter, the Company has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common StockRequired Company Vote (as defined in Section 4.12(b)), to consummate consummate, and to cause Danversbank to consummate, the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII necessary corporate and stockholder action of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and Company (subject, in the best interest case of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted consummation of the Merger, to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockRequired Company Vote), and no other corporate or stockholder proceedings on the part of First National Bankshares the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares the Company and (assuming due authorization, execution and delivery by Fifth ThirdAcquiror) constitutes a valid and binding obligation of First National Banksharesthe Company, enforceable against First National Bankshares the Company in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed set forth in Section 4.3(b) of the First National Bankshares Company Disclosure ScheduleLetter, neither the execution and delivery of this Agreement by First National Bankshares, the Company nor the consummation by First National Bankshares the Company of the transactions contemplated hereby, nor compliance by First National Bankshares the Company with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter certificate of incorporation or bylaws of the Bylaws Company or any of First National Bankshares, the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 4.4 are duly obtainedobtained or satisfied, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (as defined in Section 4.4) (each, a “Law”) applicable to First National Bankshares, the Company or any of its Subsidiaries or any of their respective properties properties, rights or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of First National Bankshares the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which First National Bankshares the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches breaches, defaults or defaults other events which either have not had and would not reasonably be expected to have, individually or in the aggregate will not have aggregate, a Material Adverse Effect on First National Banksharesthe Company. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares The Company has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of First National Banksharesthe Company, including all approvals required under Article VII and the Board of Directors of the First National Bankshares CharterCompany has adopted this Agreement. The Board of Directors of First National Bankshares the Company has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares the Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ the Company’s shareholders for adoption approval at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Company Common StockStock (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the Company as its sole shareholder, no other corporate proceedings on the part of First National Bankshares the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of the Company of an advisory (non-binding) vote on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by First National Bankshares the Company and (assuming due authorization, execution and delivery by Fifth ThirdParent) constitutes a valid and binding obligation of First National Banksharesthe Company, enforceable against First National Bankshares the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesremedies (the “Enforceability Exceptions”)). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, the Company nor the consummation by First National Bankshares the Company of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by First National Bankshares the Company with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Company Articles or the Company Bylaws of First National Bankshares, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, the Company or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Banksharesthe Company. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares CIT has full corporate power and authority to execute and deliver this Agreement and, subject in the case to receipt of the consummation approval of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common StockCIT's shareholders, to consummate the transactions contemplated herebyhereby and by the Plan of Arrangement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Plan of Arrangement, and the execution of the DKB Voting Agreement by CIT, have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterCIT. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and CIT has directed that the issuance of shares of CIT Common Stock pursuant to this Agreement and the transactions contemplated hereby Plan of Arrangement and upon conversion of Exchangeable Shares be submitted to First National Bankshares’ CIT's shareholders for adoption approval at a meeting of such shareholders and, except for the adoption approval of this Agreement the issuance of such shares by the affirmative requisite vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockCIT's shareholders, no other corporate proceedings on the part of First National Bankshares CIT are necessary to approve this Agreement or and the Plan of Arrangement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Plan of Arrangement have been duly and validly executed and delivered by First National Bankshares CIT and (assuming due authorization, execution and delivery by Fifth ThirdNewcourt) each of this Agreement and the Plan of Arrangement constitutes a valid and binding obligation of First National BanksharesCIT, enforceable against First National Bankshares CIT in accordance with its terms (terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)Bankruptcy Exception. (b) Except as disclosed set forth in Section 5.3(b) of the First National Bankshares CIT Disclosure Schedule, neither the execution and delivery of this Agreement by First National BanksharesCIT, nor the consummation by First National Bankshares CIT of the transactions contemplated herebyhereby or by the Plan of Arrangement, nor compliance by First National Bankshares CIT with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Certificate of Incorporation or By-Laws of CIT, (ii) violate the Bylaws articles of First National Bankshares, incorporation or by-laws or similar governing documents of any of the CIT Subsidiaries or (iiiii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, mandatory government policy, judgment, order, writ, decree or injunction applicable to First National Bankshares, CIT or any of its Subsidiaries or any of their respective properties or assets Properties, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, require any payment under, result in the termination of or a right of termination or cancellation under, accelerate or permit the creation of an obligation to accelerate the performance required by, require payment or indemnification result in the loss of any benefit under, require divestiture ofor result in a right of first refusal or option to purchase or acquire, or result in the creation of any Lien Encumbrance (other than any Permitted Encumbrance) upon any of the respective properties or assets Properties of First National Bankshares CIT or any of its the CIT Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, loan or credit agreement or other agreement or other instrument or obligation to which First National Bankshares CIT or any of its the CIT Subsidiaries is a party, or by which they or any of their respective properties or assets Properties may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Washington Mutual has full corporate power and authority to execute and deliver this Agreement andand to consummate, subject in the case of the consummation of the Merger and cause WMB to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockconsummate, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Subsidiary Merger) have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable Washington Mutual and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares Washington Mutual are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Washington Mutual and (assuming due authorization, execution and delivery by Fifth ThirdProvidian) constitutes a valid and binding obligation of First National BanksharesWashington Mutual, enforceable against First National Bankshares Washington Mutual in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesWashington Mutual, nor the consummation by First National Bankshares Washington Mutual of the transactions contemplated herebyhereby (including the Merger and the Subsidiary Merger), nor compliance by First National Bankshares Washington Mutual with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Articles of Incorporation or the Bylaws of First National Bankshares, Washington Mutual or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 5.4 are duly obtainedobtained or made, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Washington Mutual or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Washington Mutual or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Washington Mutual or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches breaches, defaults or defaults other events which either individually or in the aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on First National BanksharesWashington Mutual. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares The Company has full all requisite corporate power and corporate authority to execute and deliver this Agreement and, subject in the case to receipt of the consummation Company Required Vote and the accuracy of the representations and warranties of Parent and Merger to the adoption of Sub set forth in this Agreement by the requisite vote of the holders of First National Bankshares Common StockAgreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares Company (the “Company Board”) at a duly held meeting has (i) determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby hereby, including the Merger, are in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved the execution and delivery of this Agreement, and (iv) subject to Section 7.7, resolved to recommend that the stockholders of the Company approve this Agreement and the transactions contemplated hereby, including the Merger (the recommendation contemplated by this clause (iv) being referred to as the “Company Recommendation”), and directed that such matter be submitted to First National Bankshares’ shareholders for adoption consideration by the Company’s stockholders at a meeting the Company Stockholder Meeting. None of such shareholders andthe aforesaid actions by the Company Board has been amended, except rescinded or modified as of the date of this Agreement. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Company Common StockStock entitled to vote (the “Company Required Vote”), no other corporate proceedings on the part of First National Bankshares the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares the Company and (assuming due authorization, execution and delivery by Fifth ThirdParent and Merger Sub) constitutes a valid and binding obligation of First National Banksharesthe Company, enforceable against First National Bankshares the Company in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights and remedies generally (the rights of creditors generally “Bankruptcy and the availability of equitable remediesEquity Exceptions”). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, the Company nor the consummation by First National Bankshares the Company of the transactions contemplated hereby, nor compliance by First National Bankshares with any of including the terms or provisions hereofMerger, will (i) violate any provision of the First National Bankshares Charter Certificate of Incorporation or the Bylaws of First National Banksharesthe Company or any of the similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained or made, and except as set forth in Section 4.3(b) of the Company Disclosure Schedule, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit securities under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults or defaults which other events which, either individually or in the aggregate will aggregate, would not have reasonably be expected to result in a Company Material Adverse Effect on First National BanksharesEffect. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. Except as set forth in Section 5.2(c) of the Partners Disclosure Schedule: (ai) First National Bankshares Each Partners Entity has full the requisite limited partnership, limited liability company or corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Partners Board of Directors of First National Bankshares(upon recommendation by the Partners Conflicts Committee), including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a duly convened meeting thereof and by Partners GP, for itself and as general partner of such shareholders andPartners, except and by Partners as sole stockholder of MergerCo. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stockapprovals that have been previously obtained, no other corporate proceedings corporate, limited liability company or limited partnership votes or approvals on the part of First National Bankshares the Partners Entities are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares each of the Partners Entities and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National Bankshareseach of the Partners Entities, enforceable against First National Bankshares each of the Partners Entities in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium and similar Laws relating to or similar laws affecting the creditors’ rights of creditors generally and the availability by general principles of equitable remediesequity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). (bii) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Banksharesthe Partners Entities, nor the consummation by First National Bankshares the Partners Entities of the transactions contemplated hereby, nor compliance by First National Bankshares the Partners Entities with any of the terms or provisions hereof, will (i1) violate any provision of the First National Bankshares Charter Partners GP Certificate of Formation, Partners GP LLC Agreement, Partners Certificate of Limited Partnership or Partners Partnership Agreement or the Bylaws organizational documents of First National Bankshares, their respective Subsidiaries or (ii2) assuming that the consents and approvals referred to in Section 4.4 5.2(d) are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National Banksharesthe Partners Entities, any of its their respective Subsidiaries or, to the Partners Entities’ Knowledge, any Partially Owned Entities of Partners or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment accelerate any right or indemnification under, require divestiture ofbenefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares or any Partners Entity, any of its their respective Subsidiaries underor, to the Partners Entities’ Knowledge, any Partially Owned Entity of Partners under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or any Partners Entity, any Subsidiary of its Subsidiaries Partners or, to the Partners Entities’ Knowledge, any Partially Owned Entity of Partners is a party, or by which they or any of their respective properties or assets may be bound or affectedare bound, except (in the each case of clause (ii) above) for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults Liens which either individually or in the aggregate will would not have constitute a Material Adverse Effect on First National Banksharesthe Partners Entities. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares NCF has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares NCF Common StockStock (the "NCF Shareholder Approval"), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterNCF. The Board of Directors of First National Bankshares NCF determined that the Merger is advisable and in the best interest of First National Bankshares NCF and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ NCF's shareholders for adoption at a meeting of such shareholders and, except shareholders. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockNCF Shareholder Approval, no other corporate proceedings on the part of First National Bankshares NCF are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares NCF and (assuming due authorization, execution and delivery by Fifth ThirdSTI) constitutes a valid and binding obligation obligations of First National BanksharesNCF, enforceable against First National Bankshares NCF in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery by NCF of this Agreement by First National Bankshares, nor the consummation by First National Bankshares NCF of the transactions contemplated hereby, nor compliance by First National Bankshares NCF with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter NCF Articles or Bylaws of NCF or the Bylaws governing documents of First National Bankshares, any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesNCF, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares NCF or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares NCF or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares GBC has full requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of GBC (the First National Bankshares Charter“GBC Board”). The GBC Board of Directors of First National Bankshares has determined that the Merger Merger, on substantially the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares GBC and its shareholders and has directed that the Merger, on substantially the terms and conditions set forth in this Agreement and the transactions contemplated hereby Agreement, be submitted to First National Bankshares’ GBC’s shareholders for adoption consideration at a duly held meeting of such shareholders and, except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares GBC Common StockStock entitled to vote at such meeting, no other corporate proceedings on the part of First National Bankshares GBC are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by First National Bankshares GBC and (assuming due authorization, execution and delivery by Fifth ThirdFirst Charter) constitutes a constitute the valid and binding obligation of First National BanksharesGBC, enforceable against First National Bankshares GBC in accordance with its their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability subject to general principles of equitable remediesequity). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, GBC nor the consummation by First National Bankshares GBC of the transactions contemplated herebyhereby or thereby, nor compliance by First National Bankshares GBC with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares GBC Charter or the GBC Bylaws of First National Bankshares, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to First National BanksharesGBC, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares GBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, affinity or other partnership or joint marketing agreement, agreement, bylaw or other agreement or other instrument or obligation to which First National Bankshares GBC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Banksharesis bound. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Parent and Holdco has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII each of the First National Bankshares CharterParent and Holdco. The Board of Directors of First National Bankshares each of Parent and Holdco has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting interests of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no company. No other corporate proceedings on the part of First National Bankshares either Parent or Holdco are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares each of Parent and Holdco and (assuming due authorization, execution and delivery by Fifth ThirdCompany) constitutes a valid and binding obligation of First National Bankshareseach of Parent and Holdco, enforceable against First National Bankshares Parent in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The Parent Common Shares to be issued in the Merger have been validly authorized and, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and non-assessable, and no current or past shareholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshareseach of Parent and Holdco, nor the consummation by First National Bankshares each of Parent and Holdco of the transactions contemplated hereby, nor compliance by First National Bankshares each of Parent and Holdco with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter organizational documents of Parent or the Bylaws of First National BanksharesHoldco, as applicable, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesParent, Holdco or any of its their Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent, Holdco or any of its their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent, Holdco or any of its their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults creations which either individually or in the aggregate will would not reasonably be likely to have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Purchaser has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterPurchaser. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no No other corporate proceedings (including any approvals of Purchaser’s stockholders) on the part of First National Bankshares Purchaser are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares and (assuming Purchaser. Assuming due authorization, execution and delivery by Fifth Third) Sellers, this Agreement constitutes a valid and binding obligation of First National BanksharesPurchaser, enforceable against First National Bankshares Purchaser in accordance with its terms (terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar other laws affecting or relating to the rights of creditors generally and generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies)remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPurchaser, nor the consummation by First National Bankshares Purchaser of the transactions contemplated hereby, nor compliance by First National Bankshares Purchaser with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter certificate of incorporation or the Bylaws bylaws of First National Bankshares, Purchaser or (ii) assuming that the consents and approvals referred to in Section 4.4 4.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Purchaser or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment by or indemnification rights or obligations under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which First National Bankshares Purchaser or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults or defaults which the loss of benefits which, either individually or in the aggregate will aggregate, would not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with prevent Purchaser from consummating the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Home has full the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterHome. The Board of Directors of First National Bankshares Home has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares Home and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ Home’s shareholders for adoption approval at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Home Common StockStock (the “Requisite Home Vote”) and the adoption and approval of the Bank Merger Agreement by Home as the sole shareholder of Home Federal Bank, no other corporate proceedings on the part of First National Bankshares Home or any Home Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Home and (assuming due authorization, execution and delivery by Fifth ThirdBanner) constitutes a valid and binding obligation of First National BanksharesHome, enforceable against First National Bankshares Home in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesEnforceability Exceptions (as defined in Section 3.16). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, Home nor the consummation by First National Bankshares Home or any Home Subsidiary of the transactions contemplated hereby, nor compliance by First National Bankshares Home or any Home Subsidiary with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Home Articles, the Home Bylaws, or the Bylaws organization or governing documents of First National Bankshares, any Home Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.in

Authority; No Violation. (a) First National Bankshares Buyer has full requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of Buyer (the First National Bankshares Charter“Buyer Board”). The Buyer Board of Directors of First National Bankshares has determined that the Merger Merger, on substantially the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares Buyer and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no shareholders. No other corporate proceedings on the part of First National Bankshares Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Buyer and (assuming due authorization, execution and delivery by Fifth ThirdTarget) constitutes a the valid and binding obligation of First National BanksharesBuyer, enforceable against First National Bankshares Buyer in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and the availability any bank regulatory powers and subject to general principles of equitable remediesequity). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesBuyer, nor the consummation by First National Bankshares Buyer of the transactions contemplated hereby, nor compliance by First National Bankshares Buyer with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter Buyer Articles or the Buyer Bylaws of First National Bankshares, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to First National BanksharesBuyer, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Buyer or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Banksharesis bound. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares ▇▇▇▇▇▇ Valley has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter▇▇▇▇▇▇ Valley. The Board of Directors of First National Bankshares ▇▇▇▇▇▇ Valley has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares ▇▇▇▇▇▇ Valley and its shareholders stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders ▇▇▇▇▇▇ Valley’s stockholders for adoption at a meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of First National Bankshares ▇▇▇▇▇▇ Valley Common StockStock (the “Requisite ▇▇▇▇▇▇ Valley Vote”), and the adoption and approval of the Bank Merger Agreement by ▇▇▇▇▇▇ Valley Bank and ▇▇▇▇▇▇ Valley as its sole stockholder, no other corporate proceedings on the part of First National Bankshares ▇▇▇▇▇▇ Valley are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares ▇▇▇▇▇▇ Valley and (assuming due authorization, execution and delivery by Fifth ThirdSterling) constitutes a valid and binding obligation of First National Bankshares▇▇▇▇▇▇ Valley, enforceable against First National Bankshares ▇▇▇▇▇▇ Valley in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesEnforceability Exceptions). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, ▇▇▇▇▇▇ Valley nor the consummation by First National Bankshares ▇▇▇▇▇▇ Valley of the transactions contemplated hereby, nor compliance by First National Bankshares ▇▇▇▇▇▇ Valley with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter ▇▇▇▇▇▇ Valley Certificate or the ▇▇▇▇▇▇ Valley Bylaws of First National Bankshares, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, ▇▇▇▇▇▇ Valley or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares ▇▇▇▇▇▇ Valley or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares ▇▇▇▇▇▇ Valley or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares▇▇▇▇▇▇ Valley. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with ▇▇▇▇▇▇ Valley Bank has adopted the transactions contemplated herebyBank Merger Agreement, ▇▇▇▇▇▇ Valley, as the sole stockholder of ▇▇▇▇▇▇ Valley Bank, shall, promptly hereafter, approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by ▇▇▇▇▇▇ Valley Bank.

Authority; No Violation. (a) First National Bankshares The Company has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, been duly duly, validly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterCompany. The Board of Directors of First National Bankshares the Company has (i) determined that the Merger is advisable Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interest interests of First National Bankshares the Company and its shareholders and has stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders the Company’s stockholders for adoption approval at a duly called and convened meeting of such shareholders andstockholders, except (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of at least a majority two-thirds of all of the outstanding votes entitled to be cast at the Company Meeting by the holders of shares of First National Bankshares Common Stockentitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of First National Bankshares the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares the Company and (assuming due authorization, execution and delivery by Fifth ThirdParent) constitutes a valid and binding obligation of First National Banksharesthe Company, enforceable against First National Bankshares the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remediesremedies (the “Enforceability Exceptions”)). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Banksharesthe Company, nor the consummation by First National Bankshares of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by First National Bankshares the Company with any each of the terms or and provisions hereof, hereof will (i) violate any provision of the First National Bankshares Charter Company Certificate or the Company Bylaws or any governing or organizational document of First National Bankshares, any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National Bankshares, the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, arrangement or other instrument or obligation to which First National Bankshares the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of this clause (ii) abovey)) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Banksharesthe Company. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in connection accordance with its terms (except in all cases as may be limited by the transactions contemplated herebyEnforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) First National Bankshares Purchaser has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterPurchaser. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no No other corporate proceedings (including any approvals of Purchaser’s stockholders) on the part of First National Bankshares Purchaser are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares and (assuming Purchaser. Assuming due authorization, execution and delivery by Fifth Third) Sellers, this Agreement constitutes a valid and binding obligation of First National BanksharesPurchaser, enforceable against First National Bankshares Purchaser in accordance with its terms (terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar other laws affecting or relating to the rights of creditors generally and generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies)remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPurchaser, nor the consummation by First National Bankshares Purchaser of the transactions contemplated hereby, nor compliance by First National Bankshares Purchaser with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter certificate of incorporation or the Bylaws bylaws of First National Bankshares, Purchaser or (ii) assuming that the consents and approvals referred to in Section 4.4 4.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Purchaser or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment by or indemnification rights or obligations under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which First National Bankshares Purchaser or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults or defaults which the loss of benefits which, either individually or in the aggregate will aggregate, would not have a Material Adverse Effect on First National Banksharesbe material. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Purchaser has full corporate power and authority to execute and deliver this Agreement and, subject in and to consummate the case of transactions contemplated hereby. Merger Sub has the consummation of the Merger full limited liability company power and authority to the adoption of execute and deliver this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII Purchaser by a vote of at least two-thirds of the First National Bankshares Charter. The members of the Board of Directors of First National Bankshares determined that the Merger is advisable and Purchaser in the best interest of First National Bankshares and its shareholders and has directed that this Agreement office and the transactions contemplated hereby be submitted managers and members of Merger Sub to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement extent required by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares are necessary to approve this Agreement or to consummate the transactions contemplated herebyapplicable Law. This Agreement has been duly and validly executed and delivered by First National Bankshares Purchaser and Merger Sub and (assuming due authorization, execution and delivery by Fifth ThirdCompany) constitutes a the valid and binding obligation of First National BanksharesPurchaser and Merger Sub, enforceable against First National Bankshares Purchaser and Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting subject to the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPurchaser or Merger Sub, nor the consummation by First National Bankshares Purchaser or Merger Sub of the transactions contemplated hereby, nor compliance by First National Bankshares Purchaser or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter articles of incorporation or code of regulations of Purchaser or the Bylaws articles of First National Banksharesorganization or operating agreement of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulationother Law, judgment, order, writ, injunction or decree or injunction applicable to First National BanksharesPurchaser, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Purchaser or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breaches breach, default, termination, cancellation, acceleration or defaults which either creation as has not had and would not reasonably be expected, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on First National BanksharesPurchaser. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Parent has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution Merger Sub will have full corporate power and delivery of authority to enter into and deliver this Agreement and become a party hereto, and to consummate the transactions contemplated hereby. (b) The consummation of the transactions contemplated hereby have has been duly and validly approved by a duly authorized committee of the Board of Directors of Parent, and will be duly and validly approved by the Board of Directors of First National BanksharesMerger Sub, including all approvals required under Article VII and Parent will cause the stockholder or stockholders of Merger Sub to approve the First National Bankshares CharterMerger. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no No other corporate proceedings on the part of First National Bankshares Parent and no vote of Parent's stockholders are necessary to approve this Agreement or to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by Parent has been duly and validly authorized in accordance with applicable law. This Agreement has been duly and validly executed and delivered by First National Bankshares Parent and (assuming due authorization, execution and delivery by Fifth Thirdthe Company and SRH) constitutes a valid and binding obligation of First National BanksharesParent, enforceable against First National Bankshares Parent in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)terms. (bd) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesParent, nor the consummation by First National Bankshares Parent and Merger Sub of the transactions contemplated herebyMerger and the Offer, nor compliance by First National Bankshares Parent and Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter applicable law or the Bylaws memorandum and articles of First National Banksharesassociation, certificate of incorporation, bylaws or other organizational documents of Parent or Merger Sub, as applicable, or (ii) assuming that the consents and approvals referred to in Section 4.4 5.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Acquiror and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of Acquiror, the consummation of the Merger to the adoption of this Voting Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyby this Agreement and the Voting Agreement. The execution and delivery of this Agreement and the Voting Agreement by Acquiror and the execution and delivery of this Agreement by Merger Sub, and the consummation by Acquiror and Merger Sub of the transactions contemplated hereby by this Agreement and the Voting Agreement, as applicable, have been duly and validly approved by the Board all necessary corporate action of Directors of First National BanksharesAcquiror and Merger Sub, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate or stockholder proceedings on the part of First National Bankshares Acquiror or Merger Sub are necessary to approve this Agreement or the Voting Agreement or to consummate the transactions contemplated herebyby this Agreement (other than the adoption of this Agreement by Acquiror in its capacity as sole stockholder of Merger Sub (which Acquiror shall cause to occur as soon as reasonably practicable following the execution of this Agreement)) and the Voting Agreement. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by First National Bankshares Acquiror and this Agreement has been duly executed and delivered by Merger Sub, and (assuming due authorization, execution and delivery by Fifth Thirdthe Company, and, in the case of the Voting Agreement, by the other parties thereto) constitutes a valid and binding obligation of First National BanksharesAcquiror and Merger Sub, as applicable, enforceable against First National Bankshares Acquiror and Merger Sub, as applicable, in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement or the Voting Agreement by First National BanksharesAcquiror and this Agreement by Merger Sub, nor the consummation by First National Bankshares Acquiror and Merger Sub of the transactions contemplated herebyby this Agreement and the Voting Agreement, nor compliance by First National Bankshares Acquiror and Merger Sub with any of the terms or provisions hereofof this Agreement and the Voting Agreement, as applicable, will (i) violate any provision of the First National Bankshares Charter certificate of incorporation, bylaws or similar governing documents of Acquiror, the Bylaws certificate of First National Banksharesincorporation, bylaws or similar governing documents of Merger Sub or any of the similar governing documents of any of Acquiror’s Significant Subsidiaries or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 4.4 5.4 are duly obtainedobtained or satisfied, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National BanksharesAcquiror, Merger Sub or any of its Acquiror’s Significant Subsidiaries or any of their respective properties properties, rights or assets assets, except for such violations that would not be material to Acquiror and its Subsidiaries taken as a whole or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of First National Bankshares Acquiror, Merger Sub or any of its Acquiror’s Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which First National Bankshares or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.or

Authority; No Violation. (a) First National Bankshares The Company has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockstockholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterCompany. The Board of Directors of First National Bankshares the Company has determined that this Agreement and the Merger is advisable and transactions contemplated hereby, including the Merger, are in the best interest interests of First National Bankshares the Company and its shareholders stockholders, has declared it advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders the Company’s stockholders for adoption at a meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Company Class A Common StockStock (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the Company as Company Bank’s sole shareholder, no other corporate proceedings on the part of First National Bankshares the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (other than the submission to the stockholders of the Company of an advisory (non-binding) vote on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by First National Bankshares the Company and (assuming due authorization, execution and delivery by Fifth ThirdParent) constitutes a valid and binding obligation of First National Banksharesthe Company, enforceable against First National Bankshares the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesremedies (the “Enforceability Exceptions”)). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, the Company nor the consummation by First National Bankshares the Company of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by First National Bankshares the Company with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Company Certificate or the Company Bylaws (or the organizational documents of First National Bankshares, any subsidiary of the Company) or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, the Company or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults which creations which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Banksharesthe Company. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (ai) First National Bankshares Peoples has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Mergers have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterPeoples. The Board of Directors of First National Bankshares Peoples has determined that the Merger Parent Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares Peoples and its shareholders and has directed that adopted a resolution to the foregoing effect. Except for the approval of this Agreement Agreement, and the transactions contemplated hereby be submitted herein, including but not limited to First National Bankshares’ shareholders for adoption at a meeting the authorization of such shareholders andadditional Peoples Common Shares as are necessary to consummate the transactions contemplated hereby, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Peoples Common StockShares (the “Requisite Peoples Vote”), and the adoption and approval of the Bank Merger Agreements by Peoples, as Peoples Bank sole shareholder, no other corporate proceedings on the part of First National Bankshares Peoples are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Peoples and (assuming due authorization, execution and delivery by Fifth ThirdPeoples) constitutes a valid and binding obligation of First National BanksharesPeoples, enforceable against First National Bankshares Peoples in accordance with its terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization reorganization). The Peoples Common Shares to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of Peoples will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (bii) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPeoples, nor the consummation by First National Bankshares Peoples of the transactions contemplated hereby, including the Merger and the Subsidiary Mergers, nor compliance by First National Bankshares Peoples with any of the terms or provisions hereof, will (iA) violate any provision of the First National Bankshares Charter Peoples Articles or the Bylaws of First National BanksharesPeoples Regulations, or (iiB) assuming that the consents and approvals referred to in Section 4.4 5.02(e) are duly obtained, (x1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesPeoples, any of its the Peoples Subsidiaries or any of their respective properties or assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Peoples or any of its the Peoples Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Peoples or any of its the Peoples Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii2) above) for such violations, conflicts, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on First National BanksharesPeoples. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Purchaser has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterPurchaser. The Board of Directors of First National Bankshares Purchaser has determined that the Merger this Agreement is advisable and in the best interest interests of First National Bankshares Purchaser and its shareholders and has directed that the issuance of Purchaser Common Stock in connection with the Merger be submitted to Purchaser’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote to approve the issuance of Purchaser Common Stock, by the requisite vote of the holders of shares of Purchaser Common Stock present in person or represented by proxy at a meeting called therefor, this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement have been authorized by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other all necessary corporate proceedings on the part of First National Bankshares are necessary to approve this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by First National Bankshares Purchaser and (assuming due authorization, execution and delivery by Fifth ThirdCompany) constitutes a the valid and binding obligation of First National BanksharesPurchaser, enforceable against First National Bankshares Purchaser in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting subject to the rights of creditors generally Bankruptcy and the availability of equitable remediesEquity Exception). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPurchaser, nor the consummation by First National Bankshares Purchaser of the transactions contemplated hereby, nor compliance by First National Bankshares with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter Purchaser Certificate or the Bylaws of First National BanksharesPurchaser Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to First National BanksharesPurchaser, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Purchaser or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breaches breach, default, termination, cancellation, acceleration or defaults which either individually or in the aggregate will creation that would not have reasonably be expected to cause a Material Adverse Effect on First National BanksharesEffect. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII Parent and the Board of the First National Bankshares CharterDirectors of Merger Sub. The Board of Directors of First National Bankshares Parent has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares Parent and its shareholders and has directed that the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement (the “Parent Stock Issuance”) be submitted to Parent’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders by unanimous written consent. Except for the approval of the Parent Stock Issuance by a vote of the majority of votes cast at the Parent Meeting (the “Requisite Parent Vote”), the adoption at a meeting and approval of such shareholders andthe Bank Merger Agreement by Parent as Parent Bank’s sole shareholder, except for and the adoption of this Agreement by resolutions to give effect to the affirmative vote provisions of Section 6.10 in connection with the holders of a majority of the outstanding shares of First National Bankshares Common StockClosing, no other corporate proceedings on the part of First National Bankshares Parent or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares each of Parent and Merger Sub and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National Bankshareseach of Parent and Merger Sub, enforceable against First National Bankshares each of Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued (subject to the approval of the Parent Stock Issuance by the holders of Parent Common Stock), moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesParent or Merger Sub, nor the consummation by First National Bankshares Parent or Merger Sub of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by First National Bankshares Parent or Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Parent Charter, the Parent Bylaws, the Merger Sub Certificate or the Bylaws of First National BanksharesMerger Sub Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesParent, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on First National BanksharesParent. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Newcourt has full corporate power and authority to execute and deliver this Agreement and, subject in the case to receipt of the consummation approval of Newcourt's shareholders and the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common StockCourt, to consummate the transactions contemplated herebyhereby and by the Plan of Arrangement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Plan of Arrangement have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterNewcourt. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and Newcourt has directed that this Agreement and the transactions contemplated hereby Plan of Arrangement be submitted to First National Bankshares’ Newcourt's shareholders for adoption approval at a meeting of such shareholders and, except for the adoption approval of this Agreement the Plan of Arrangement by the affirmative requisite vote of the holders of a majority the Newcourt Common Shares and the approval of the outstanding shares Proxy Circular and of First National Bankshares Common Stockother matters relating solely to the implementation of the Arrangement, no other corporate proceedings on the part of First National Bankshares Newcourt are necessary to approve this Agreement or and the Plan of Arrangement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Newcourt and (assuming due authorization, execution and delivery by Fifth ThirdCIT) this Agreement constitutes a valid and binding obligation of First National BanksharesNewcourt, enforceable against First National Bankshares Newcourt in accordance with its terms (terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)Bankruptcy Exception. (b) Except as disclosed set forth in Section 4.3(b) of the First National Bankshares Newcourt Disclosure Schedule, neither the execution and delivery of this Agreement by First National BanksharesNewcourt, nor the consummation by First National Bankshares Newcourt of the transactions contemplated herebyhereby or by the Plan of Arrangement, nor compliance by First National Bankshares Newcourt with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Restated Articles of Incorporation or By-laws of Newcourt, (ii) violate any provision of the Bylaws certificate of First National Banksharesincorporation, by-laws or similar governing documents of any of the Newcourt Subsidiaries, or (iiiii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, mandatory government policy, judgment, order, writ, decree or injunction applicable to First National Bankshares, Newcourt or any of its Subsidiaries the Newcourt Subsidiaries, or any of their respective properties or assets Properties, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, require any payment under, result in the termination of or a right of termination or cancellation under, accelerate or permit the creation of an obligation to accelerate the performance required by, require payment or indemnification result in the loss of any benefit under, require divestiture ofor result in a right of first refusal or option to purchase or acquire, or result in the creation of any Lien Encumbrance (other than any Permitted Encumbrance) upon any of the respective properties or assets Properties of First National Bankshares Newcourt or any of its the Newcourt Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, loan or credit agreement or other agreement or other instrument or obligation to which First National Bankshares Newcourt or any of its the Newcourt Subsidiaries is a party, or by which they or any of their respective properties or assets Properties may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (ai) First National Bankshares The Company has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockshareholder approval and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Bank Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterCompany Board. The Company Board has determined, subject to Section 6.06 of Directors of First National Bankshares determined this Agreement, that the Merger Parent Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares the Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ the Company’s shareholders for adoption approval (with the Company Board’s recommendation in favor of approval) at a meeting of such shareholders andthe shareholders, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of all votes cast at a meeting of shareholders called therefor (the outstanding shares “Requisite Company Vote”), and the adoption and approval of First National Bankshares Common Stockthe Bank Merger Agreement by the Company as sole shareholder of Victory Bank, no other corporate proceedings on the part of First National Bankshares the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares the Company and (assuming due authorization, execution and delivery by Fifth ThirdParent) constitutes a valid and binding obligation of First National Banksharesthe Company, enforceable against First National Bankshares the Company in accordance with its terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (bii) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, the Company nor the consummation by First National Bankshares the Company of the transactions contemplated hereby, including the Parent Merger and the Bank Merger, nor compliance by First National Bankshares the Company with any of the terms or provisions hereof, will (iA) violate any provision of the First National Bankshares Charter Company Articles or the Company Bylaws of First National Bankshares, or (iiB) assuming that the consents and approvals referred to in Section 4.4 4.01(d) are duly obtained, (x1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Banksharesthe Company, or any of its Subsidiaries Company Subsidiaries, or any of their respective properties or assets assets, or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification payments, rebates, or reimbursements required under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares the Company or any of its Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares the Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii2) above) for such violations, conflicts, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.Company. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" SL1 3716757v12 101000.00058" "" SL1 3716757v12 101000.00058

Authority; No Violation. (a) First National Bankshares ▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter▇▇▇▇▇▇ by a unanimous vote thereof. The Board of Directors of First National Bankshares ▇▇▇▇▇▇ has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares ▇▇▇▇▇▇ and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ ▇▇▇▇▇▇’▇ shareholders for adoption approval at a duly held meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of all the votes entitled to be cast by holders of outstanding shares of First National Bankshares ▇▇▇▇▇▇ Common StockStock (the “▇▇▇▇▇▇ Shareholder Approval”), no other corporate proceedings on the part of First National Bankshares ▇▇▇▇▇▇ are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares ▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by Fifth ThirdM&T and Merger Sub) constitutes a the valid and binding obligation of First National Bankshares▇▇▇▇▇▇, enforceable against First National Bankshares ▇▇▇▇▇▇ in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the availability of equitable remedies“Bankruptcy and Equity Exceptions”)). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares▇▇▇▇▇▇, nor the consummation by First National Bankshares ▇▇▇▇▇▇ of the transactions contemplated hereby, nor compliance by First National Bankshares ▇▇▇▇▇▇ with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the First National Bankshares Charter ▇▇▇▇▇▇ Articles or the ▇▇▇▇▇▇ Bylaws of First National Bankshares, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writinjunction, guideline or decree or injunction applicable to First National Bankshares▇▇▇▇▇▇, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares ▇▇▇▇▇▇ or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which First National Bankshares ▇▇▇▇▇▇ or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breaches breach, default, termination, cancellation, acceleration or defaults which either creation as would not reasonably be likely, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on First National Bankshares▇▇▇▇▇▇. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Merchants, and subject to the parties obtaining all necessary regulatory approvals, Merchants and the Bank have full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII each of Merchants and the Bank. The execution and delivery of the First National Bankshares Charter. The Bank Merger Agreement has been duly and validly approved by the Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except Bank. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stockapprovals described in paragraph (b) below, no other corporate proceedings on the part of First National Bankshares Merchants or the Bank are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Merchants and (assuming due authorizationthe Bank, execution and delivery by Fifth Third) constitutes a valid and binding obligation obligations of First National BanksharesMerchants and the Bank, enforceable against First National Bankshares Merchants and the Bank in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)terms. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesMerchants and the Bank, nor the consummation by First National Bankshares Merchants and the Bank of the transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by First National Bankshares Merchants and the Bank with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Merchants' or the Bylaws Bank's Certificates of First National BanksharesIncorporation or Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, any of its Subsidiaries Merchants or the Bank or any of their respective properties or assets assets, or (yiii) except as set forth in the Merchants Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares Merchants or any of its Subsidiaries the Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Merchants or any of its Subsidiaries the Bank is a party, or by which they either or both of them or any of their respective properties or assets may be bound or affectedaffected except, except (in the case of clause with respect to (ii) and (iii) above) for , such violations, conflicts, breaches or defaults which either as individually or and in the aggregate will not have a Material Adverse Effect material adverse effect on First National Bankshares. (c) First National Bankshares’ shareholders are the business, operations, assets or financial condition of Merchants and its Subsidiaries on a consolidated basis, and which will not entitled to exercise any dissenters’ prevent or appraisal rights in connection with delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the Board of Governors of the Federal Reserve System ("FRB"), the Securities and Exchange Commission ("SEC"), applicable state securities bureaus or commissions, the Delaware Secretary of State and the stockholders of Merchants, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Merchants or the Bank in connection with (x) the execution and delivery by Merchants and the Bank of this Agreement and (y) the consummation by Merchants and the Bank of the transactions contemplated hereby and (z) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby.

Authority; No Violation. (ai) First National Bankshares Premcor has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterPremcor. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and Premcor has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders Premcor stockholders for adoption approval at a meeting of such shareholders Premcor stockholders for the purpose of approving the Merger and this Agreement (the “Premcor Stockholders Meeting”), and, except for the adoption approval of the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Premcor Common StockStock (the “Premcor Stockholder Approval”), no other corporate proceedings on the part of First National Bankshares Premcor are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Premcor and (assuming due authorization, execution and delivery by Fifth ThirdValero) constitutes a valid and binding obligation of First National BanksharesPremcor, enforceable against First National Bankshares Premcor in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)terms. (bii) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesPremcor, nor the consummation by First National Bankshares Premcor of the transactions contemplated hereby, nor compliance by First National Bankshares Premcor with any of the terms or provisions hereofof this Agreement, will (iA) violate any provision of the First National Bankshares Charter Amended and Restated Certificate of Incorporation or the Bylaws Amended and Restated By-Laws of First National BanksharesPremcor, or (iiB) assuming that the consents and approvals referred to in Section 4.4 4.1(d) are duly obtained, (x1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesPremcor, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment accelerate any right or indemnification under, require divestiture ofbenefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares or Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares or Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (iiB)(2) above) for such violations, conflicts, breaches or defaults which that either individually or in the aggregate will not have a Material Adverse Effect on First National BanksharesPremcor or the Surviving Corporation. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Buyer has full corporate company power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger and/or each Ancillary Agreement to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, which it is (or will be) a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements to which it is (or will be) a party and the consummation of the Tranche 1 Acquisition and the Tranche 2 Acquisition (as applicable) and the other transactions contemplated hereby have and thereby has been duly and validly approved by the Board board of Directors directors of First National BanksharesBuyer, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares Buyer are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Buyer and (assuming due authorization, execution and delivery by Fifth ThirdOmega Parent and Omega UK) constitutes a legal, valid and binding obligation of First National BanksharesBuyer, enforceable against First National Bankshares Buyer in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesEnforceability Exceptions). (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesBuyer, nor the consummation by First National Bankshares Buyer of the transactions contemplated hereby, nor compliance by First National Bankshares Buyer with any of the terms or provisions hereof, will will, with or without the giving of notice, the termination of any grace period or both: (i) violate any provision provision, conflict with, or result in a breach or default under of the First National Bankshares Charter Organizational Documents of Buyer or the Bylaws any of First National Banksharesits Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 4.4 4.3(a) and all Additional Approvals, if any, are duly obtainedobtained or satisfied, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction applicable to First National BanksharesBuyer, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, cancellation, redemption or cancellation payment under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien (or have such result upon notice or lapse of time, or both) upon any of the respective properties or assets of First National Bankshares Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which First National Bankshares Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause clauses (iix) and (y) above) for such violations, conflicts, breaches or defaults which would not, either individually or in the aggregate will not have a Material Adverse Effect on First National Banksharesaggregate, reasonably be expected to prevent or materially delay the ability of Buyer to perform its obligations hereunder. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Interchange has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject in the case of the consummation of the Merger to the adoption approval of this Agreement by the requisite affirmative vote of a majority of the votes cast by the holders of First National Bankshares the outstanding Interchange Common StockStock at the Interchange Shareholders Meeting (the “Interchange Required Vote”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National Banksharesall requisite corporate and, including all approvals required under Article VII subject to obtainment of the First National Bankshares Charter. The Board Interchange Required Vote, shareholder action of Directors of First National Bankshares determined that the Merger is advisable Interchange and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate or shareholder proceedings on the part of First National Bankshares Interchange are necessary pursuant to the Interchange Certificate, Interchange Bylaws, the NJCBA or otherwise to approve this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Interchange and (assuming due authorization, execution and delivery by Fifth Thirdthe other Parties) constitutes a valid and binding obligation of First National BanksharesInterchange, enforceable against First National Bankshares Interchange in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, Interchange nor the performance and consummation by First National Bankshares Interchange of the transactions contemplated hereby, nor compliance by First National Bankshares Interchange with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Interchange Certificate, Interchange Bylaws or any of the Bylaws similar governing documents of First National Bankshares, any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesInterchange, any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Interchange or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Interchange or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause clauses (iix) and (y) above) for such violations, conflicts, breaches breaches, defaults or defaults which other events which, either individually or in the aggregate aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on First National BanksharesInterchange. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares has full Subject to the approval of this Agreement and the Merger Documents, as applicable, and the transactions contemplated hereby and thereby by the stockholders of Seller and Seller Sub, Seller and Seller Sub have all requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of and the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common StockDocuments, as applicable, and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board unanimous vote of the Boards of Directors of First National BanksharesSeller and Seller Sub, including all approvals required under Article VII as applicable. Except for the approval of Seller’s stockholders of this Agreement, the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Parent Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement Document and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stockand thereby, no other corporate proceedings on the part of First National Bankshares Seller are necessary to approve this Agreement or to consummate the transactions so contemplated. Except for the approval of Seller Sub’s sole stockholder of this Agreement, the Subsidiary Merger Document and the transactions contemplated herebyhereby and thereby, no other corporate proceedings on the part of Seller Sub are necessary to consummate the transactions so contemplated. This Subject to the receipt of the regulatory and other approvals described in this Agreement, this Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by First National Bankshares Seller and (assuming due authorizationSeller Sub, as applicable, and constitute, or will constitute upon execution and delivery by Fifth Third) constitutes a thereof, valid and binding obligation obligations of First National BanksharesSeller and Seller Sub, as applicable, enforceable against First National Bankshares Seller and Seller Sub, as applicable, in accordance with its terms (and subject to their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws affecting the creditors’ rights of creditors generally generally, and except that the availability of equitable remedies)remedies (including, without limitation, specific performance and injunctive relief) is within the discretion of the court before which any proceeding may be brought. (b) Except as disclosed set forth in the First National Bankshares Seller Disclosure ScheduleSchedule 3.3(b), neither none of the execution and delivery of this Agreement and the Merger Documents by First National BanksharesSeller or Seller Sub, as applicable, nor the consummation by First National Bankshares Seller or Seller Sub of the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof, nor compliance by First National Bankshares Seller or Seller Sub with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the First National Bankshares Charter articles of incorporation or the Bylaws bylaws (or comparable organizational documents) of First National BanksharesSeller, Seller Sub or any other Subsidiary; (ii) assuming that the consents and approvals referred to set forth in Section 4.4 3.3(c) below or listed in Seller Disclosure Schedule 3.3(b) are duly obtained, (x) violate any (A) federal, state, local or foreign or provincial law, statute, code, ordinance, rule, regulation, order, policy, guideline or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Law”) or (B) any judgment, order, writ, decree or injunction applicable to First National Bankshares, any of its Subsidiaries Seller or Seller Sub or any of their respective properties or assets assets; or (yiii) assuming the consents and approvals set forth below or listed in Seller Disclosure Schedule 3.3(b) are obtained, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require the payment of any termination or indemnification under, require divestiture oflike fee, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of First National Bankshares Seller or any of its the Subsidiaries under, under any of the terms, conditions or provisions of the Seller Agreements (as defined in Section 3.13 below) or any note, bond, mortgage, indenture, guarantee, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Seller or any of its the Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on First National Bankshares. (c) First National Bankshares’ shareholders Except as set forth in Seller Disclosure Schedule 3.3(c) and for consents and approvals of or filings or effective registrations with or notices to the Secretary of State of the State of Mississippi, the MCB, the Securities and Exchange Commission (the “Commission”), other applicable state and federal securities commissions, agencies and other similar regulatory bodies (including NASDAQ, the Financial Industry Regulatory Authority (“FINRA”) and other industry self-regulatory organizations), the Federal Reserve Board (the “FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Department of Justice, the stockholders of Seller and Seller Sub and the Treasury Department (as to the redemption by Seller, or the purchase by Acquiror or one of its subsidiaries, of all of the issued and outstanding Seller CDCI Preferred Stock from the Treasury Department), no consents or approvals of or filings or effective registrations with or notices to any Governmental Entity or non-governmental third party are not entitled to exercise any dissenters’ required on behalf of Seller or appraisal rights Seller Sub in connection with (i) the execution and delivery of this Agreement and the Merger Documents by Seller or Seller Sub, as applicable, (ii) the consummation by Seller of the Parent Merger and the other transactions contemplated hereby and by the Parent Merger Document, and (iii) the consummation by Seller Sub of the Subsidiary Merger and the other transactions contemplated hereby and by the Subsidiary Merger Document. (d) Seller and Seller Sub have taken, or prior to the Closing will take, all action required to be taken by them in order to exempt this Agreement and the transactions contemplated herebyhereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium”, “investor protection”, “control share”, “fair price”, “greenmail”, “supermajority”, “affiliate transactions”, “business combination” or other state antitakeover Laws (collectively, “Takeover Laws”).

Authority; No Violation. (a) First National Bankshares Each of Acquiror and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by Acquiror and the execution and delivery of this Agreement by Merger Sub, and the consummation by Acquiror and Merger Sub of the transactions contemplated hereby by this Agreement, as applicable, have been duly and validly approved by the Board all necessary corporate action of Directors of First National BanksharesAcquiror and Merger Sub, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate or shareholder proceedings on the part of First National Bankshares Acquiror or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated herebyby this Agreement. This Agreement has been duly and validly executed and delivered by First National Bankshares Acquiror and Merger Sub, and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) constitutes a valid and binding obligation of First National BanksharesAcquiror and Merger Sub, enforceable against First National Bankshares Acquiror and Merger Sub, in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesAcquiror and Merger Sub, nor the consummation by First National Bankshares Acquiror and Merger Sub of the transactions contemplated herebyby this Agreement, nor compliance by First National Bankshares Acquiror and Merger Sub with any of the terms or provisions hereofof this Agreement, as applicable, will (i) violate any provision of the First National Bankshares Charter Acquiror Articles of Incorporation, bylaws or similar governing documents of Acquiror, the Bylaws certificate of First National Banksharesincorporation, bylaws or similar governing documents of Merger Sub or any of the similar governing documents of any of Acquiror’s Subsidiaries or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 4.4 5.4 are duly obtainedobtained or satisfied, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to First National BanksharesAcquiror, Merger Sub or any of its Acquiror’s Subsidiaries or any of their respective properties properties, rights or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of First National Bankshares Acquiror, Merger Sub or any of its Acquiror’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which First National Bankshares Acquiror, Merger Sub or any of its Acquiror’s Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause clauses (iix) and (y) above) for such violations, conflicts, breaches breaches, defaults or defaults other events which either have not had and would not reasonably be expected to have, individually or in the aggregate will not have aggregate, a Material Adverse Effect on First National BanksharesAcquiror. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Each of Buyer and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of First National BanksharesBuyer and Merger Sub and by Buyer in its capacity as the sole stockholder of Merger Sub pursuant to applicable law, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common Stock, no other corporate proceedings on the part of First National Bankshares Buyer for Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Buyer and Merger Sub and (assuming due authorization, execution and delivery by Fifth Thirdthe Company) this Agreement constitutes a valid and binding obligation of First National BanksharesBuyer and Merger Sub, enforceable against First National Bankshares Buyer and Merger Sub in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National Bankshares, Buyer and Merger Sub nor the consummation by First National Bankshares Buyer and Merger Sub of the transactions contemplated hereby, nor compliance by First National Bankshares Buyer and Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Certificate of Incorporation or Bylaws of Buyer or the Bylaws organizational documents of First National Banksharesany of Buyer’s Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 5.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, any of its Subsidiaries Buyer or Merger Sub or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon upon, any of the respective properties or assets of First National Bankshares Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which First National Bankshares Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, affected except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will would not have a Material Adverse Effect on First National Bankshares. (ci) First National Bankshares’ shareholders are not entitled prevent or delay Buyer or Merger Sub from performing its obligations hereunder or (ii) adversely affect the ability of Buyer or Merger Sub to exercise any dissenters’ or appraisal rights in connection with consummate the transactions contemplated hereby.

Authority; No Violation. (a) First National Bankshares Financial has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stockshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of First National Bankshares, including all approvals required under Article VII of the First National Bankshares CharterFinancial. The Board of Directors of First National Bankshares Financial has determined that the Merger Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interest interests of First National Bankshares Financial and its shareholders and has directed that this Agreement and adopted a resolution to the transactions contemplated hereby be submitted to First National Bankshares’ shareholders for adoption at a meeting of such shareholders and, except foregoing effect. Except for the adoption and approval of this the Bank Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockFinancial Bank and First Financial as its sole shareholder, no other corporate proceedings on the part of First National Bankshares Financial are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by First National Bankshares Financial and (assuming due authorization, execution and delivery by Fifth ThirdHopFed) constitutes a valid and binding obligation of First National BanksharesFinancial, enforceable against First National Bankshares Financial in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of First Financial Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of First Financial will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Except as disclosed in the First National Bankshares Disclosure Schedule, neither Neither the execution and delivery of this Agreement by First National BanksharesFinancial, nor the consummation by First National Bankshares Financial of the transactions contemplated hereby, including the Bank Merger, nor compliance by First National Bankshares Financial with any of the terms or provisions hereof, will (i) violate any provision of the First National Bankshares Charter Financial Articles or the Bylaws of First National BanksharesFinancial Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National BanksharesFinancial, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of First National Bankshares Financial or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares Financial or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesFinancial. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with Financial Bank has adopted the transactions contemplated herebyBank Merger Agreement, First Financial, as the sole shareholder of First Financial Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by First Financial Bank.

Authority; No Violation. (a) First National Bankshares The Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, and to consummate the transactions contemplated hereby, including the Offer and the Merger. The adoption, execution and delivery of this Agreement Agreement, and the approval of the consummation of the transactions contemplated hereby have have, as of the date hereof, been recommended by, and are duly and validly adopted and approved by a vote of, the Board board of Directors of First National Bankshares, including all approvals required under Article VII directors of the First National Bankshares CharterSeller. The Board board of Directors directors of First National Bankshares determined that the Merger is advisable and in the best interest of First National Bankshares and its shareholders and Seller has directed that this Agreement and the transactions contemplated hereby be submitted to First National Bankshares’ shareholders the Seller Stockholders for adoption and approval at a meeting of such shareholders Seller Stockholders and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First National Bankshares Common StockSeller Stockholders, no other corporate proceedings on the part of First National Bankshares the Seller are necessary to approve authorize this Agreement or to consummate each of the transactions contemplated herebyOffer and the Merger. This Agreement has been duly and validly executed and delivered by First National Bankshares the Seller and (assuming due authorization, execution and delivery by Fifth Thirdthe Parent and Purchaser) constitutes a the valid and binding obligation obligations of First National Banksharesthe Seller, enforceable against First National Bankshares the Seller in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)their respective terms. (b) Except as disclosed set forth in Section 5.3(b) of the First National Bankshares Seller Disclosure ScheduleSchedule and assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Disclosure Schedule have been obtained and all registrations, declarations, filings and notifications described in Section 5.3(b) of the Seller Disclosure Schedule have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by First National Bankshares, the Seller nor the consummation by First National Bankshares the Seller of the transactions contemplated hereby, nor compliance by First National Bankshares with any of including the terms or provisions hereofOffer and the Merger, will will, (i) conflict with or violate any provision of the First National Bankshares Charter Certificate of Incorporation or other organizational document of like nature or the Bylaws of First National Banksharesthe Seller or any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First National Bankshares, the Seller or any of its Subsidiaries or by which any property or asset of the Seller or any of their respective properties its subsidiaries is bound or assets affected or (yiii) violate, conflict with, result in a any breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien a lien, security interest, charge or other Encumbrance upon any of the respective properties or assets of First National Bankshares the Seller or any of its Subsidiaries undersubsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, deed of trust, license, lease, agreement or other instrument or obligation to which First National Bankshares the Seller or any of its Subsidiaries subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause (iiiii) above) , for any such conflicts, violations, conflicts, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Seller Material Adverse Effect on First National BanksharesEffect. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.