Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Firstar has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and 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 Firstar. The Board of Directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereon, no corporate proceedings on the part of Firstar are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Option Agreements have been duly and validly executed and delivered by Firstar and (assuming due authorization, execution and delivery by Mercantile) constitute valid and binding obligations of Firstar, enforceable against Firstar in accordance with 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).

Authority; No Violation. (a) Firstar PNFP has full corporate power and authority to execute and deliver this Agreement and each and, subject in the case of the Option Agreements and consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of PNFP Common Stock, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and 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 FirstarPNFP. The Board of Directors of Firstar PNFP determined that the Merger is advisable and in the best interest of PNFP and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to FirstarPNFP's shareholders for approval adoption at a meeting of such shareholders and, except for the approval adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar PNFP Common Stock entitled to vote thereonStock, no other corporate proceedings on the part of Firstar PNFP are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar PNFP and (assuming due authorization, execution and delivery by MercantileCAVB) constitute constitutes valid and binding obligations of FirstarPNFP, enforceable against Firstar PNFP in accordance with their 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).

Authority; No Violation. (a) Firstar Company has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of FirstarCompany by a unanimous vote thereof. The Board of Directors of Firstar Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's Company’s shareholders for approval at a meeting of such shareholders and, except duly held Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of all the outstanding shares of Firstar Common Stock votes entitled to vote thereonbe cast by holders of outstanding Company Common Stock, no other corporate proceedings on the part of Firstar Company are necessary to approve this Agreement and the Option Agreements and Agreement, or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Company and (assuming due authorization, execution and delivery by MercantilePurchaser) constitute constitutes the valid and binding obligations of FirstarCompany, enforceable against Firstar Company in accordance with their 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 Exception”)).

Authority; No Violation. (a) Firstar Each of Purchaser and Sub has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously adopted and approved by the Board of Directors of Firstar. The Purchaser, and the Board of Directors of Firstar Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's Purchaser’s shareholders for approval at a duly held meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the transactions contemplated hereby with respect to the issuance of Purchaser Common Stock in connection with the Merger pursuant to NASDAQ Listing Rule 5635 by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereontotal votes cast in favor thereof (the “Purchaser Shareholder Approval”), no other corporate proceedings on the part of Firstar Purchaser are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Purchaser and (assuming due authorization, execution and delivery by MercantileCompany) constitute constitutes the valid and binding obligations obligation of FirstarPurchaser, enforceable against Firstar Purchaser in accordance with their 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).

Authority; No Violation. (a) Firstar Buyer has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements Ancillary Agreement to which it is party and to consummate the transactions contemplated hereby and therebythereby (including the issuance of the Buyer Note and the Buyer Shares). The execution and delivery by Buyer of this Agreement and the Option Agreements 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 FirstarBuyer. The Board of Directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereon, no No other corporate proceedings on the part of Firstar Buyer are necessary to approve this Agreement and the Option Agreements and or any Ancillary Agreement to which Buyer is party or to consummate the transactions contemplated hereby and therebythereby (including the issuance of the Buyer Note and the Buyer Shares). This Agreement and each of the Option Agreements Ancillary Agreement to which Buyer is party have been duly and validly executed and delivered by Firstar Buyer and (assuming due authorization, execution and delivery by Mercantileeach other party thereto) constitute valid and binding obligations of FirstarBuyer, enforceable against Firstar Buyer in accordance with 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).

Authority; No Violation. (a) Firstar Seller has full corporate limited partnership power and authority to execute and deliver this Agreement and each of the Option Agreements Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreements each Ancillary Agreement to which Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of FirstarSeller GP, as the general partner of Seller. The Board of Directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereon, no corporate No other limited partnership proceedings on the part of Firstar Seller are necessary to approve this Agreement and the Option or such Ancillary Agreements and or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Option such Ancillary Agreements have been duly and validly executed and delivered by Firstar Seller and (assuming due authorization, execution and delivery by Mercantilethe other parties thereto) constitute valid and binding obligations of FirstarSeller, enforceable against Firstar Seller in accordance with their respective 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).

Authority; No Violation. (a) Firstar Except as disclosed on Purchaser Disclosure Schedule 7.3(a) ------------------------------------ (collectively, "Purchaser Approvals"), no Authorizations are necessary on behalf of the Purchaser in connection with (i) the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Purchaser has the full corporate power and authority to execute and deliver this Agreement and each the other Purchase Agreements to which it is a party and the consummation by the Purchaser of the Option Agreements and to consummate the other transactions contemplated hereby and therebythereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Option other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Firstar. The Board of Directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote sole shareholder of the holders Purchaser in accordance with the Articles of a majority Incorporation and Bylaws of the outstanding shares of Firstar Common Stock entitled to vote thereon, no Purchaser and applicable Laws. No other corporate proceedings on the part of Firstar the Purchaser are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement and each of the Option other Purchase Agreements have been duly and validly executed and delivered by Firstar the Purchaser and (assuming due authorization, execution and delivery by Mercantile) constitute the valid and binding obligations obligation of Firstar, the Purchaser enforceable against Firstar the Purchaser in accordance with their terms (its terms, except as to the extent that the availability of the remedy of specific performance may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)principles.

Authority; No Violation. (a) Firstar Unizan has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and 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 FirstarUnizan. The Board of Directors of Firstar Unizan has determined that this Agreement and the transactions contemplated hereby are in the best interests of Unizan and its shareholders and has directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to Firstar's Unizan’s shareholders for approval adoption at a duly held meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Firstar Unizan Common Stock entitled to vote thereonat such meeting, no other corporate proceedings on the part of Firstar Unizan are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Unizan and (assuming due authorization, execution and delivery by MercantileHuntington) constitute constitutes the valid and binding obligations obligation of FirstarUnizan, enforceable against Firstar Unizan in accordance with their 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).

Authority; No Violation. (a) Firstar Xenith has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the Board of Directors of FirstarXenith. The Board of Directors of Firstar Xenith has determined in its good faith business judgment that the Merger (including the Plan of Merger), on the terms and conditions set forth in this Agreement, is in the best interests of Xenith and its shareholders and has directed that this Agreement and the transactions contemplated hereby Plan of Merger be submitted to Firstar's Xenith’s shareholders for approval at a meeting of such shareholders and, except and has adopted resolutions to the foregoing effect. Except for the approval of this Agreement and the transactions contemplated hereby Plan of Merger by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Xenith Common Stock entitled to vote thereon(the “Requisite Xenith Vote”), and the adoption and approval of the Bank Merger Agreement by the Board of Directors of Xenith Bank and Xenith as its sole shareholder, no other corporate proceedings on the part of Firstar Xenith are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Xenith and (assuming due authorization, execution and delivery by MercantileHRB) constitute constitutes a valid and binding obligations obligation of FirstarXenith, enforceable against Firstar Xenith in accordance with their 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).

Authority; No Violation. (a) Firstar CIT has full corporate power and authority to execute and deliver this Agreement and each and, subject to receipt of the Option Agreements and approval of CIT's shareholders, to consummate the transactions contemplated hereby and therebyby the Plan of Arrangement. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby and thereby 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 FirstarCIT. The Board of Directors of Firstar 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 FirstarCIT's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby issuance of such shares by the affirmative requisite vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereonCIT's shareholders, no other corporate proceedings on the part of Firstar CIT are necessary to approve this Agreement and the Option Agreements Plan of Arrangement and to consummate the transactions contemplated hereby and thereby. This Agreement and each the Plan of the Option Agreements Arrangement have been duly and validly executed and delivered by Firstar CIT and (assuming due authorization, execution and delivery by MercantileNewcourt) constitute each of this Agreement and the Plan of Arrangement constitutes a valid and binding obligations obligation of FirstarCIT, enforceable against Firstar CIT in accordance with their terms (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)Bankruptcy Exception.

Authority; No Violation. (a) Firstar Sky has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and 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 FirstarSky. The Board of Directors of Firstar Sky has determined that this Agreement and the transactions contemplated hereby are in the best interests of Sky and its shareholders and has directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to Firstar's Sky’s shareholders for approval adoption at a duly held meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Sky Common Stock entitled to vote thereonon such proposal at such meeting at which a quorum is present, no other corporate proceedings on the part of Firstar Sky are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Sky and (assuming due authorization, execution and delivery by MercantileHuntington and Merger Sub) constitute constitutes the valid and binding obligations obligation of FirstarSky, enforceable against Firstar Sky in accordance with their 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).

Authority; No Violation. (a) Firstar Mercantile has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby 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 FirstarMercantile. The Board of Directors of Firstar Mercantile has directed that this Agreement and the transactions contemplated hereby be submitted to FirstarMercantile's shareholders for approval adoption at a meeting of such shareholders and, except for the approval adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Firstar Mercantile Common Stock entitled to vote thereon, no other corporate proceedings on the part of Firstar Mercantile are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Option Agreements have been duly and validly executed and delivered by Firstar Mercantile and (assuming due authorization, execution and delivery by MercantileFirstar) constitute valid and binding obligations of FirstarMercantile, enforceable against Firstar Mercantile in accordance with 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).

Authority; No Violation. (a) Firstar Subject to the approval of this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby by Stockholder, Seller has full corporate power and authority to execute and deliver this Agreement and each the Plan of the Option Agreements Merger and to consummate the transactions contemplated hereby and therebythereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Option Agreements Plan of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of FirstarSeller. The Board of Directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except Except for the approval of Stockholder of this Agreement and the transactions contemplated hereby by the affirmative vote Plan of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereonMerger, no other corporate proceedings on the part of Firstar Seller are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement and each the Plan of the Option Agreements Merger have been duly and validly executed and delivered by Firstar Seller and (assuming due authorization, execution and delivery by Mercantile) constitute valid and binding obligations of FirstarSeller, enforceable against Firstar it in accordance with and subject to their terms (terms, except as 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 specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Firstar Except as disclosed on Purchaser Disclosure Schedule 7.3(a) (collectively, "Purchaser Approvals"), no Authorizations are necessary on behalf of the Purchaser in connection with (i) the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Purchaser has the full corporate power and authority to execute and deliver this Agreement and each the other Purchase Agreements to which it is a party and the consummation by the Purchaser of the Option Agreements and to consummate the other transactions contemplated hereby and therebythereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Option other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Firstar. The Board of Directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders Purchaser in accordance with the Articles of a majority Incorporation and Bylaws of the outstanding shares of Firstar Common Stock entitled to vote thereon, no Purchaser and applicable Laws. No other corporate proceedings on the part of Firstar the Purchaser are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement and each of the Option other Purchase Agreements have been duly and validly executed and delivered by Firstar the Purchaser and (assuming due authorization, execution and delivery by Mercantile) constitute the valid and binding obligations obligation of Firstar, the Purchaser enforceable against Firstar the Purchaser in accordance with their terms (its terms, except as to the extent that the availability of the remedy of specific performance may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)Equitable Principles.

Authority; No Violation. (a) Firstar Albemarle First has full corporate power and authority to execute and deliver this Agreement and each and, subject to the approval of the Option Agreements shareholders of Albemarle First and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and 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 Firstarhereby. The Board of Directors of Firstar Albemarle First has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement, has directed that this Agreement Agreement, the Plan of Merger and the transactions contemplated hereby be submitted to FirstarAlbemarle First 's shareholders for approval at a meeting of such shareholders and, except for the approval adoption of this such Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereonits shareholders, no other corporate proceedings proceeding on the part of Firstar are Albemarle First is necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement and each of the Option Agreements have been Agreement, when duly and validly executed by Albemarle First and delivered by Firstar Albemarle First (and (assuming due authorization, execution and delivery by Mercantile) Premier and Rockingham Heritage), will constitute a valid and binding obligations obligation of Firstar, Albemarle First and will be enforceable against Firstar Albemarle First in accordance with their terms (its 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.

Authority; No Violation. (a) Firstar BVI has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby hereby, including the Trustee’s execution, delivery and thereby consummation of the transactions contemplated hereby, have been duly and validly approved by the Board of Directors of FirstarBVI. The Board Except for the delivery by BVI of its minutes of Boards of Directors meetings and approval of Firstar has directed that the shareholders of BVI at a meeting to be convened to consider and act upon this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereon(or written consent in lieu thereof), no other corporate proceedings on the part of Firstar BVI are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar BVI, and (assuming due authorization, execution and delivery by MercantilePurchaser, FNBNC, the Trustee, the Company and the Bank) constitute this Agreement constitutes a valid and binding obligations obligation of FirstarBVI, enforceable against Firstar BVI in accordance with their terms (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, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally.

Authority; No Violation. (a) Firstar Company has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and each of the Option Agreements and other actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the Board of Directors of FirstarCompany. The Board of Directors of Firstar Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's Company’s shareholders for approval adoption at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. The execution and delivery of the Bank Merger Agreement and the consummation of the Bank Merger have been duly and validly approved by the 000-0000-0000/10/AMERICAS board of directors of the Company Bank and the Company as its sole shareholder. Except for the approval adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority at least sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of Firstar Company Common Stock entitled to vote thereon(the “Requisite Company Vote”), no other corporate proceedings on the part of Firstar Company are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Company and (assuming due authorization, execution and delivery by MercantilePurchaser) constitute constitutes a valid and binding obligations obligation of FirstarCompany, enforceable against Firstar Company in accordance with their 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”)).

Authority; No Violation. (a) Firstar Omega has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and 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 FirstarOmega. The Board of Directors of Firstar Omega has determined that this Agreement and the transactions contemplated hereby are in the best interests of Omega and its shareholders and has directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to Firstar's Omega’s shareholders for approval and adoption at a duly held meeting of such shareholders and, except for the approval and adoption of this Agreement and the transactions contemplated hereby by this Agreement by the affirmative vote of the holders of a majority of the outstanding votes cast by all holders of shares of Firstar Omega Common Stock entitled to vote thereonat such meeting at which a quorum is present, no other corporate proceedings on the part of Firstar Omega are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar and (Omega and, assuming due authorization, execution and delivery by Mercantile) constitute FNB, constitutes the valid and binding obligations obligation of FirstarOmega, enforceable against Firstar Omega in accordance with their terms (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).

Authority; No Violation. No Authorizations are necessary on behalf of ----------------------- the Purchaser in connection with (ai) Firstar the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Purchaser has the full corporate power and authority to execute and deliver this Agreement and each the other Purchase Agreements to which it is a party and the consummation by the Purchaser of the Option Agreements and to consummate the other transactions contemplated hereby and therebythereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Option other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Firstar. The Board of Directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote sole shareholder of the holders Purchaser in accordance with the Articles of a majority Incorporation and Bylaws of the outstanding shares of Firstar Common Stock entitled to vote thereon, no Purchaser and applicable Laws. No other corporate proceedings on the part of Firstar the Purchaser are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement and each of the Option other Purchase Agreements have been duly and validly executed and delivered by Firstar the Purchaser and (assuming due authorization, execution and delivery by Mercantile) constitute the valid and binding obligations obligation of Firstar, the Purchaser enforceable against Firstar the Purchaser in accordance with their terms (its terms, except as to the extent that the availability of the remedy of specific performance may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)principles.

Authority; No Violation. (ai) Firstar Burlington has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and 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 FirstarBurlington. The Board of Directors of Firstar Burlington has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval Burlington stockholders at a meeting of such shareholders Burlington stockholders for the purpose of adopting this Agreement (the "Burlington Stockholders Meeting"), and, except for the approval adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Burlington Common Stock entitled to vote thereon(the "Burlington Stockholder Approval"), no other corporate proceedings on the part of Firstar Burlington are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Burlington and (assuming due authorization, execution and delivery by MercantileConocoPhillips and Merger Sub) constitute constitutes a valid and binding obligations obligation of FirstarBurlington, enforceable against Firstar Burlington in accordance with their terms (except as may be limited by its terms, subject to the effects of bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and other similar laws relating to or affecting the creditors' rights of creditors generally generally, and the availability of general equitable remediesprinciples (whether considered in a proceeding in equity or at law).

Authority; No Violation. (a) Firstar Mercantile Bankshares has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements 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 FirstarMercantile Bankshares. The On or prior to the date hereof, and subject to Section 6.3, the Board of Directors of Firstar Mercantile Bankshares has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Mercantile Bankshares and its stockholders and has directed that the Merger, on the terms and conditions set forth in this Agreement and the transactions contemplated hereby Agreement, be submitted to Firstar's shareholders Mercantile Bankshares’s stockholders for approval consideration at a duly held meeting of such shareholders stockholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Firstar Mercantile Bankshares Common Stock entitled to vote thereonat such meeting, no other corporate proceedings on the part of Firstar Mercantile Bankshares are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Mercantile Bankshares and (assuming due authorization, execution and delivery by MercantilePNC) constitute constitutes the valid and binding obligations obligation of FirstarMercantile Bankshares, enforceable against Firstar Mercantile Bankshares in accordance with their 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).

Authority; No Violation. (a) Firstar Hibernia has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements 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 FirstarHibernia. The Board of Directors of Firstar Hibernia has directed determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Hibernia and its stockholders and has directed that this Agreement be submitted to Firstar's shareholders Hibernia’s stockholders for approval and adoption at a duly held meeting of such shareholders stockholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Hibernia Common Stock entitled to vote thereonat such meeting, no other corporate proceedings on the part of Firstar Hibernia are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Hibernia and (assuming due authorization, execution and delivery by MercantileCapital One) constitute constitutes the valid and binding obligations obligation of FirstarHibernia, enforceable against Firstar Hibernia in accordance with their 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).

Authority; No Violation. (a) Firstar has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board board of Directors directors of Firstar. The Board board of Directors directors of Firstar has directed that this Agreement and the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereon, no corporate proceedings on the part of Firstar are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar and (assuming due authorization, execution and delivery by MercantileU.S. Bancorp) constitute constitutes the valid and binding obligations obligation of Firstar, enforceable against Firstar in accordance with their 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).

Authority; No Violation. (a) Firstar Acquiror has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board board of Directors directors of FirstarAcquiror. The Board board of Directors directors of Firstar has directed Acquiror determined that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the transactions contemplated hereby be submitted to Firstar's shareholders for approval at a meeting best interests of such shareholders and, except for the approval of this Agreement Acquiror and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Firstar Common Stock entitled to vote thereon, no its shareholders. No other corporate proceedings on the part of Firstar Acquiror are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Acquiror and (assuming due authorization, execution and delivery by MercantileTarget) constitute constitutes a valid and binding obligations obligation of FirstarAcquiror, enforceable against Firstar Acquiror in accordance with their 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). The shares of Acquiror Common Stock 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 stockholder of Acquiror will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Firstar Mercantile Bankshares has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreements 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 FirstarMercantile Bankshares. The On or prior to the date hereof, and subject to Section 6.3, the Board of Directors of Firstar Mercantile Bankshares has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Mercantile Bankshares and its stockholders and has directed that the Merger, on the terms and conditions set forth in this Agreement and the transactions contemplated hereby Agreement, be submitted to FirstarMercantile Bankshares's shareholders stockholders for approval consideration at a duly held meeting of such shareholders stockholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Firstar Mercantile Bankshares Common Stock entitled to vote thereonat such meeting, no other corporate proceedings on the part of Firstar Mercantile Bankshares are necessary to approve this Agreement and the Option Agreements and or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Option Agreements have has been duly and validly executed and delivered by Firstar Mercantile Bankshares and (assuming due authorization, execution and delivery by MercantilePNC) constitute constitutes the valid and binding obligations obligation of FirstarMercantile Bankshares, enforceable against Firstar Mercantile Bankshares in accordance with their 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).