Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Neither First National Bankshares nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan award) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as Disclosed, neither UCB nor any of its Subsidiaries UCB Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral) receives benefits under (i) with respect to any agreement, arrangement or commitment, the employment default of any directorswhich would have a Material Adverse Effect, officers whether or employees other than not made in the ordinary course of business consistent (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with past practiceregulatory authorities, (ii) whichany agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the consummation or shareholder approval occurrence of a transaction involving UCB of the transactions nature contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares ReportsSNC Option Agreement, (iv) which materially restricts the conduct of any line of business by First National Bankshares contract, agreement or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage understanding with a labor union, in any line of business in which a bank holding company may lawfully engageeach case whether written or oral, or (v) with any agreement or to a labor union or guild (plan, including any collective bargaining agreement) stock option plan, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, Agreement or the SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. First National Bankshares has previously made available Each agreement, arrangement and commitment Disclosed pursuant to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b3.15(a) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect. (b) Neither UCB nor any UCB Subsidiary is in default, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not which default would have a Material Adverse Effect on First National Banksharesor would adversely affect the transactions contemplated herein, under any agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and (iii) no there has not occurred any event or condition exists which constitutes orthat, after notice or with the lapse of time or giving of notice or both, will constitute, would constitute such a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 5.13(a) of the CBC Disclosure Schedule or as filed with or incorporated into any CBC Report filed prior to the date hereof, as of the date hereof, neither CBC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any CBC Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares CBC or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the CBC Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on CBC; (v) (A) that relates to the incurrence of indebtedness by CBC or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by CBC or any of its Subsidiaries of, or any similar commitment by CBC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of CBC or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of CBC or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by CBC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by CBC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of CBC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which CBC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a5.13(a) (excluding any CBC Benefit Plan), whether or not set forth in the First National Bankshares CBC Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares CBC Contract”.” CBC has made available to SCB true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each CBC Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) CBC, (i) Each First National Bankshares each CBC Contract is valid and binding on First National Bankshares and/or any CBC or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares CBC and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares CBC Contract, except where (iii) to the knowledge of CBC, each third-party counterparty to each CBC Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceCBC Contract, either individually or in the aggregate, will (iv) CBC does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any CBC Contract by any of the other parties thereto, and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares CBC or any of its Subsidiaries Subsidiaries, or to the knowledge of CBC, any other party thereto, of or under any such First National Bankshares CBC Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 6.14(a) of the Pinnacle Disclosure Schedule or as filed with any Pinnacle Reports, as of the date hereof, neither Pinnacle nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Pinnacle Benefit Plan and any contract, arrangement, commitment or understanding solely among Pinnacle and any wholly owned Subsidiaries of Pinnacle or solely among wholly owned Subsidiaries of Pinnacle: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares Pinnacle or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region (vincluding any exclusivity or exclusive dealing provisions with such an effect); (iii) with or to a labor union or guild with respect to any employees of Pinnacle or any of its Subsidiaries (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Pinnacle Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on Pinnacle; (v) (A) that relates to the incurrence of indebtedness by Pinnacle or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Pinnacle or any of its Subsidiaries of, or any similar commitment by Pinnacle or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $20,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Pinnacle or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by Pinnacle or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) other than with respect to indebtedness disclosed in any Pinnacle Reports; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of Pinnacle or any of its Subsidiaries; (ix) that relates to the acquisition or disposition of any person, business or asset and under which Pinnacle or its Subsidiaries have or may have a material obligation or liability; or (x) that is material to Pinnacle’s and its Subsidiaries’ investment in BHG. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a6.14(a), whether or not set forth in the First National Bankshares Pinnacle Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a an “First National Bankshares Pinnacle Contract”.” Pinnacle has made available to Synovus true, correct and complete copies of each Pinnacle Contract in effect as of the date hereof. (b) (i) Each Pinnacle Contract is valid and binding on Pinnacle or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (ii) Pinnacle and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iii) to the knowledge of Pinnacle, each third-party counterparty to each Pinnacle Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iv) neither First National Bankshares Pinnacle nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any Pinnacle Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, Pinnacle and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Pinnacle or any of its Subsidiaries or, to the knowledge of Pinnacle, any other party thereto, of or under any such First National Bankshares Pinnacle Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesPinnacle.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) oral but excluding any SCB Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares SCB or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the First National Bankshares SCB Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares SCB Contract”. SCB has made available to CBC true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each SCB Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) SCB, (i) Each First National Bankshares each SCB Contract is valid and binding on First National Bankshares and/or any SCB or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares SCB Contract, except where (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceSCB Contract, either individually or in the aggregate, will (iv) SCB does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares SCB or any of its Subsidiaries Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such First National Bankshares SCB Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares As of the date hereof, neither Anchor nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Anchor Benefit Plan, (i) with respect to which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practiceSEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Anchor or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in any line of business that is material to Anchor and its Subsidiaries, taken as a whole, (iii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming become due from First National BanksharesAnchor, Fifth ThirdAnchorBank, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reportsperson, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan award) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , (v) that relates to Fifth Third true the incurrence of indebtedness by AnchorBank or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and correct copies of all employment loans from the Federal Home Loan Bank and deferred compensation securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Anchor or its Subsidiaries, taken as a whole or (vii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by AnchorBank or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a)3.13, whether or not set forth in the First National Bankshares Anchor Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Anchor Contract.” (b) In each case, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) Anchor (i) Each First National Bankshares each Anchor Contract is valid and binding on First National Bankshares and/or any Anchor or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Anchor and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Anchor Contract, except where (iii) to Anchor’s knowledge each third-party counterparty to each Anchor Contract has performed all obligations required to be performed by it to date under such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesAnchor Contract, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares Anchor or any of its Subsidiaries under any such First National Bankshares Anchor Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the Company Disclosure Schedule or as filed with any Company Reports, as of the date of this Agreement, neither Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Company Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares Company or any of its Subsidiaries or upon consummation of the Merger Mergers will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in any geographic region; (iii) which is a bank holding company may lawfully engage, (v) collective bargaining agreement or similar agreement with or to a any labor union or guild guild; (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Company Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would reasonably be expected to Fifth Third true have a Material Adverse Effect on Company; (v) (A) that relates to the incurrence of indebtedness by Company or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases (except for facility leases) and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, federal funds borrowings, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business), or (B) that provides for the guarantee, support, assumption or endorsement by Company or any of its Subsidiaries of, or any similar commitment by Company or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $2,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Company or its Subsidiaries, taken as a whole; (vii) that is a partyvendor agreement which creates future payment obligations in excess of $5,000,000 per annum or a servicing agreement pursuant to which obligations may exceed $5,000,000 per annum (in each case other than any such contracts which are terminable by Company or any of its Subsidiaries on ninety (90) days or less notice without penalty, other than the payment of any outstanding obligation at the time of termination); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Company or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Company or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares Company Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein in this Agreement as a “First National Bankshares Company Contract”.” Company has made available to Parent true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Company Contract in effect as of the above by any date of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthis Agreement. (b) (i) Each First National Bankshares Company Contract is valid and binding on First National Bankshares and/or any Company or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect on Company, (ii) First National Bankshares Company and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Company Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on Company, (iii) to the knowledge of Company, each third-party counterparty to each Company Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each First National Bankshares such Company Contract, except where such noncompliance, either individually noncompliance or in the aggregate, will nonperformance would not reasonably be expected to have a Material Adverse Effect on First National BanksharesCompany, (iv) neither Company nor any of its Subsidiaries has knowledge of any violation of any Company Contract by any of the other parties thereto which would reasonably be expected to have a Material Adverse Effect on Company and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Company or any of its Subsidiaries or, to the knowledge of Company, any other party thereto, of or under any such First National Bankshares Company Contract, except where such default, either individually breach or in the aggregate, will default would not reasonably be expected to have a Material Adverse Effect on First National BanksharesCompany.

Certain Contracts. (a) Neither First National Bankshares BANC ONE nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesBANC ONE, Fifth ThirdFCN, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares BANC ONE Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageBANC ONE, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares BANC ONE has previously made available to Fifth Third FCN true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares BANC ONE is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a5.14(a), whether or not set forth in the First National Bankshares BANC ONE Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "BANC ONE Contract”", and neither First National Bankshares BANC ONE nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havewhich, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesBANC ONE. (b) (i) Each First National Bankshares BANC ONE Contract is valid and binding on First National Bankshares and/or BANC ONE or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares BANC ONE and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares BANC ONE Contract, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesBANC ONE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares BANC ONE or any of its Subsidiaries under any such First National Bankshares BANC ONE Contract, except where such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesBANC ONE.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.13(a) of Grand River Disclosure Schedule, as of the date hereof, neither Grand River nor any of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directors, officers officers, or employees other that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or fewer days’ notice by Grand River or a Subsidiary without the ordinary course payment of business consistent with past practice, severance; (ii) whichthat, upon the consummation execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will shall (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares▇▇▇▇▇▇▇▇, Fifth ThirdGrand River, the Surviving CorporationEntity, or any of their respective Subsidiaries to any officer or employee thereof, ; (iii) which is that contains a “material contract” (as such term is defined in Item 601(b)(10) of Regulation Snon-K of the SEC) to be performed after the date of this Agreement compete or client or customer non-solicit requirement or any other provision that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares Grand River or any of its affiliates or upon consummation of the Merger Mergers will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business in which a bank holding company may lawfully engage, business; (viv) with or to a labor union or guild (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardv) any of the benefits of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available ; (vi) that relates to Fifth Third true the incurrence of indebtedness by Grand River or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and correct copies of all employment loans from the Federal Home Loan Banks and deferred compensation securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $75,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Grand River or its Subsidiaries; (viii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum (other than any such contracts which are terminable by Grand River or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that includes an indemnification obligation of Grand River or any of its Subsidiaries with a maximum potential liability in excess of $50,000; or (x) that involves aggregate payments or receipts by or to Grand River or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by Grand River or any Subsidiary of Grand River of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.13(a), whether or not set forth in the First National Bankshares Grand River Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Grand River Contract”, and neither First National Bankshares Grand River nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above any Grand River Contract by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthereto. (b) Grand River has made available to ▇▇▇▇▇▇▇▇ a true, correct and complete copy of each written Grand River Contract and each written amendment to any Grand River Contract. Section 3.13(b) of the Grand River Disclosure Schedule sets forth a true, correct and complete description of any oral Grand River Contract and any oral amendment to any Grand River Contract. (ic) Each First National Bankshares Grand River Contract is valid and binding on First National Bankshares and/or any Grand River or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect. Each Grand River Contract is enforceable in all material respects against Grand River or the applicable Subsidiary and, to the knowledge of Grand River, the counterparty thereto (ii) First National Bankshares except as may be limited by the Enforceability Exceptions). Grand River and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Grand River Contract. To the knowledge of Grand River, each third-party counterparty to each Grand River Contract has in all material respects performed all obligations required to be performed by it under such Grand River Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will shall constitute, a material default on the part of First National Bankshares Grand River or any of its Subsidiaries under any such First National Bankshares Grand River Contract, except where such default, either individually . Neither Grand River nor any Subsidiary of Grand River has received or in the aggregate, will not have a Material Adverse Effect on First National Banksharesdelivered any notice of cancellation or termination of any Grand River Contract.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.13(a) of the Sterling Disclosure Schedule or as filed with or incorporated into any Sterling Report filed prior to the date hereof, as of the date hereof, neither Sterling nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Sterling Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares Sterling or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Sterling Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on Sterling; (v) (A) that relates to the incurrence of indebtedness by Sterling or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Sterling or any of its Subsidiaries of, or any similar commitment by Sterling or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Sterling or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Sterling or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $5,000,000 per annum other than any such contracts which are terminable by Sterling or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Sterling or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of Sterling or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Sterling or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.13(a) (excluding any Sterling Benefit Plan), whether or not set forth in the First National Bankshares Sterling Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Sterling Contract”.” Sterling has made available to ▇▇▇▇▇▇▇ true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Sterling Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) Sterling, (i) Each First National Bankshares each Sterling Contract is valid and binding on First National Bankshares and/or any Sterling or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Sterling and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares Sterling Contract, except where (iii) to the knowledge of Sterling, each third-party counterparty to each Sterling Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceSterling Contract, either individually or in the aggregate, will (iv) Sterling does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any Sterling Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Sterling or any of its Subsidiaries Subsidiaries, or to the knowledge of Sterling, any other party thereto, of or under any such First National Bankshares Contract, except where such default, either individually Sterling Contract and (vi) no third-party counterparty to any Sterling Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Sterling Contract as a result of the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares Except as disclosed in Section 4.11(a) of the CVBG Disclosure Schedule, neither CVBG nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesCVBG, Fifth ThirdGCBS, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares CVBG Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares CVBG or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares CVBG has previously made available to Fifth Third GCBS true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares CVBG is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares CVBG Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares CVBG Contract”, and neither First National Bankshares CVBG nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to will have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesCVBG. (b) (i) Each First National Bankshares CVBG Contract is valid and binding on First National Bankshares and/or CVBG or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares CVBG and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares CVBG Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesCVBG, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares CVBG or any of its Subsidiaries under any such First National Bankshares CVBG Contract, except where such defaultdefault which will, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesCVBG.

Certain Contracts. (a) Neither First National Bankshares Except as set forth at Section 3.12 of the SKAN Disclosure Schedule, neither SKAN nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesBSB Bancorp, Fifth ThirdSKAN, the Surviving CorporationSkaneateles Bank, BSB Bank or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares SKAN or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageSkaneateles Bank, (viv) with or to a labor union or guild (including any collective bargaining agreement) or (viv) (including any First National Bankshares Stock Option or Stock Plan awardexcept as set forth on Section 3.12(a)(v) of the SKAN Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Bank Merger Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). First National Bankshares has previously made available to Fifth Third true and correct copies Except as set forth at Section 3.12 of all employment the SKAN Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which First National Bankshares SKAN or any of its Subsidiaries is a party. Section 3.12(a) of the SKAN Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of SKAN and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12(a) of the First National Bankshares SKAN Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "SKAN Contract”, ," and neither First National Bankshares SKAN nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesSKAN Contract. (b) (i) Each First National Bankshares SKAN Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares SKAN and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares SKAN Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares SKAN or any of its Subsidiaries under any such First National Bankshares SKAN Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as Previously Disclosed, neither Progressive nor any of its Subsidiaries Pawling is a party to to, or is bound by any contractby, arrangement, commitment or understanding (whether written or oral) (i) with respect any material agreement, arrangement or commitment involving annual payments in excess of $100,000, whether or not made in the ordinary course of business, (ii) any agreement, indenture or other instrument relating to the borrowing of money by Progressive or Pawling or the guarantee by Progressive or Pawling of any such obligation, (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election, retention in office or severance of any directorspresent or former director or officer, officers (iv) any agreement to make loans or employees for the provision, purchase or sale of goods, services or property between Progressive or Pawling and any director or executive officer of Progressive or Pawling, or any member of the immediate family or affiliate of any of the foregoing, or (v) any agreement between Progressive or Pawling and any five percent or more shareholder of Progressive, in each case other than transactions entered into in the ordinary course of the banking business of Pawling consistent with past practice. (b) Neither Progressive nor Pawling, nor to the knowledge of Progressive or Pawling, the other party thereto, is in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument whether entered into in the ordinary course of business consistent with past practiceor otherwise and whether written or oral, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that and there has not been filed or incorporated by reference in occurred any event that, with the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan award) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitutewould constitute such a default, a other than defaults of loan agreements by borrowers from Pawling in the ordinary course of its banking business. (c) Since September 30, 1997, neither Progressive nor Pawling has incurred or paid any obligation or liability that would be material default on to Progressive, except obligations incurred or paid in connection with transactions in the part ordinary course of First National Bankshares or business of Pawling consistent with its past practice and except as Previously Disclosed. Except as Previously Disclosed, from September 30, 1997 to the date hereof, neither Progressive nor Pawling has taken any action that, if taken after the date hereof, would breach any of its Subsidiaries under any the covenants contained in Section 4.7(b) hereof. (d) Except as Previously Disclosed, neither Progressive nor Pawling has, during the period since December 31, 1995, controlled expenses through elimination of employee benefits, deferral of routine maintenance of real property or leased premises, elimination of reserves where the liability related to such First National Bankshares Contractreserve has remained, except where such defaultreduction of capital improvements from previous levels, either individually failure to depreciate capital assets in accordance with past practice or eliminate capital assets which are no longer used in the aggregatebusiness of either Progressive or Pawling, will not have a Material Adverse Effect on First National Banksharescapitalized loan production expenses other than in accordance with FAS 91 or extraordinary reduction or deferral of ordinary or necessary expenses.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the CIT Disclosure Schedule or as filed with any CIT Reports, as of the date hereof, neither CIT nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any CIT Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares CIT or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation BancShares or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region; (viii) with or to a labor union or guild (including any collective bargaining agreement); (iv) with any record or beneficial owner of five percent (5%) or more of the outstanding CIT Common Stock; (vi) (including any First National Bankshares Stock Option or Stock Plan awardv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite CIT Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on CIT; (vi) (A) that relates to the incurrence of indebtedness by CIT or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, assumption or endorsement by CIT or any of its Subsidiaries of, or any similar commitment by CIT or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $10,000,000 or more; (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of CIT or its Subsidiaries; (viii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $5,000,000 per annum (other than any such contracts which are terminable by CIT or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that is a settlement, consent or similar agreement and contains any material continuing obligations of CIT or any of its Subsidiaries; (x) that requires CIT or any of its Subsidiaries, to purchase all of its requirements for a given product, good, or service, in each case, that is material to CIT and its Subsidiaries, taken as a whole, from a given person; or (xi) that relates to the acquisition or disposition of any person, business or asset and under which CIT or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares CIT Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares CIT Contract”.” CIT has made available to the BancShares Parties true, correct and complete copies of each CIT Contract in effect as of the date hereof. (i) Each CIT Contract is valid and binding on CIT or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CIT, (ii) CIT and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each CIT Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CIT, (iii) to the knowledge of CIT, each third-party counterparty to each CIT Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such CIT Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CIT, (iv) neither First National Bankshares CIT nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any CIT Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, CIT and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares CIT or any of its Subsidiaries Subsidiaries, or to the knowledge of CIT, any other party thereto, of or under any such First National Bankshares CIT Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesCIT.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the TCBI Disclosure Schedule or as filed with any TCBI Reports, as of the date hereof, neither TCBI nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any TCBI Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares TCBI or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region; (viii) with or to a labor union or guild (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite TCBI Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on TCBI; (v) (A) that relates to the incurrence of indebtedness by TCBI or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by TCBI or any of its Subsidiaries of, or any similar commitment by TCBI or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of TCBI or its Subsidiaries; (vii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $2,000,000 per annum (other than any such contracts which are terminable by TCBI or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of TCBI or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which TCBI or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares TCBI Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares TCBI Contract”.” TCBI has made available to IBTX true, correct and complete copies of each TCBI Contract in effect as of the date hereof. (i) Each TCBI Contract is valid and binding on TCBI or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (ii) TCBI and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each TCBI Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (iii) to the knowledge of TCBI, each third-party counterparty to each TCBI Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such TCBI Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (iv) neither First National Bankshares TCBI nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any TCBI Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, TCBI and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares TCBI or any of its Subsidiaries Subsidiaries, or to the knowledge of TCBI, any other party thereto, of or under any such First National Bankshares TCBI Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesTCBI.

Certain Contracts. (a) Neither First National Bankshares As of the date hereof, neither Columbia nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) oral but excluding any Columbia Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares Columbia or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Columbia Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on Columbia; (v) (A) that relates to the incurrence of indebtedness by Columbia or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Columbia or any of its Subsidiaries of, or any similar commitment by Columbia or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Columbia or any of its Subsidiaries, other than Contracts entered into by Columbia or its Subsidiaries in the ordinary course of business; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Columbia or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $7,500,000 per annum other than any such contracts which are terminable by Columbia or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Columbia or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of Columbia or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Columbia or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a4.13(a) (excluding any Columbia Benefit Plan), whether or not set forth in the First National Bankshares Columbia Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Columbia Contract”. Columbia has made available to Umpqua true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Columbia Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) Columbia, (i) Each First National Bankshares each Columbia Contract is valid and binding on First National Bankshares and/or any Columbia or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Columbia and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares Columbia Contract, except where (iii) to the knowledge of Columbia, each third-party counterparty to each Columbia Contract has complied with and performed all obligations required to be performed by it to date under such noncomplianceColumbia Contract, either individually or in the aggregate, will (iv) Columbia does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any Columbia Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Columbia or any of its Subsidiaries Subsidiaries, or to the knowledge of Columbia, any other party thereto, of or under any such First National Bankshares Contract, except where such default, either individually Columbia Contract and (vi) no third-party counterparty to any Columbia Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Columbia Contract as a result of the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Schedule 3.14(a) of the OSB Disclosure Schedules, neither OSB nor any of its the OSB Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment or compensation of any directors, officers or employees other than in the ordinary course of business consistent with past practice, employees; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from First National BanksharesOSB, Fifth ThirdFCB, the Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director or employee thereof, thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) which is a “material any contract” , arrangement, commitment or understanding (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed whether written or incorporated by reference in the First National Bankshares Reports, (ivoral) which materially restricts the conduct of any line of business by First National Bankshares OSB; or (iv) any contract, arrangement, commitment or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageunderstanding (whether written or oral), (v) with or to a labor union or guild (including any collective bargaining agreement) stock option plan, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger. First National Bankshares OSB has previously made available to Fifth Third FCB true and correct copies of all employment and deferred compensation agreements arrangements which are in writing and to which First National Bankshares OSB or an OSB Subsidiary is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares an "OSB Contract”, ," and neither First National Bankshares OSB nor any of its the OSB Subsidiaries knows of, or has received notice of, any violation of the above any OSB Contract by any of the other parties thereto which is reasonably likely to havethereto, which, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesOSB. (b) (i) Each First National Bankshares OSB Contract is valid and binding on First National Bankshares and/or any of its SubsidiariesOSB or the applicable OSB Subsidiary, as applicable, and, to the knowledge of First National Bankshares, any other party theretocase may be, and is in full force and effect, (ii) First National Bankshares OSB and each of its the OSB Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares ContractOSB Contract to which it is a party, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesOSB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares OSB or any of its the OSB Subsidiaries under any such First National Bankshares OSB Contract, except where any such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesOSB.

Certain Contracts. (a) Neither First National Bankshares IFC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesIFC, Fifth ThirdPinnacle, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares IFC Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageIFC, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares IFC has previously made available to Fifth Third Pinnacle true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares IFC is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares IFC Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares an "IFC Contract”", and neither First National Bankshares IFC nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havewhich, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesIFC. (b) (i) Each First National Bankshares IFC Contract is valid and binding on First National Bankshares and/or IFC or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares IFC and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares IFC Contract, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesIFC, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares IFC or any of its Subsidiaries under any such First National Bankshares IFC Contract, except where such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesIFC.

Certain Contracts. (a) Neither First National Bankshares Except as filed with or incorporated into any Busey Report filed prior to the date hereof, as of the date hereof, neither Busey nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) oral but excluding any Busey Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares Busey or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Busey Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on Busey; (v) (A) that relates to the incurrence of indebtedness by Busey or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Busey or any of its Subsidiaries of, or any similar commitment by Busey or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $150,000 or more, or (C) the principal purpose of which First National Bankshares is to provide for any material indemnification or similar obligations on the part of Busey or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Busey or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $750,000 per annum or $1,000,000 with respect to any individual payment other than any such contracts which are terminable by Busey or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Busey or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Busey or any of its Subsidiaries; (ix) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (x) in which Busey or any of its Subsidiaries grants or is granted a license or similar under any material Intellectual Property, where such contract is material to the businesses of Busey and its Subsidiaries, taken as a whole, excluding, in each case, (A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xi) that is a material consulting agreement with payments in excess of $250,000, to which Busey or any of its Subsidiaries is a party; or (xii) that relates to the acquisition or disposition of any person, business or asset and under which Busey or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a) (excluding any Busey Benefit Plan), whether or not set forth in the First National Bankshares Busey Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Busey Contract”. Busey has made available to CrossFirst true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Busey Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) Busey, (i) Each First National Bankshares each Busey Contract is valid and binding on First National Bankshares and/or any Busey or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Busey and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares Busey Contract, except where (iii) to the knowledge of Busey, each third-party counterparty to each Busey Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceBusey Contract, either individually or in the aggregate, will (iv) Busey does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any Busey Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Busey or any of its Subsidiaries Subsidiaries, or to the knowledge of Busey, any other party thereto, of or under any such First National Bankshares Busey Contract and (vi) no third-party counterparty to any Busey Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Busey Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares NCBC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ) (i) with respect to the employment of any directors, officers or employees employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesCCB, Fifth ThirdNCBC, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares NCBC Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares NCBC or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares NCBC has previously made available to Fifth Third CCB true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares NCBC is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares NCBC Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "NCBC Contract”", and neither First National Bankshares NCBC nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havewhich, either individually or in the aggregate, will have a Material Adverse Effect on First National BanksharesNCBC. (b) (i) Each First National Bankshares NCBC Contract is valid and binding on First National Bankshares and/or NCBC or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares NCBC and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares NCBC Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesNCBC, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares NCBC or any of its Subsidiaries under any such First National Bankshares NCBC Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesNCBC.

Certain Contracts. (a) Neither First National Bankshares Except as set forth at Section 3.12 of the Empire Disclosure Schedule, neither Empire nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Institution Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether severance, change of severance pay control or otherwise) becoming due from First National BanksharesSterling, Fifth Third, the Surviving Corporation, Empire or any of their respective Subsidiaries Subsidiaries, to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares Empire or upon consummation any of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageits Subsidiaries, (viv) with or to a labor union or guild (including any collective bargaining agreement) or ), (viv) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, (vi) that is material and is not made in the ordinary course of business or pursuant to which Empire or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any entity, (vii) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to borrowings of money (or guarantees thereof by Empire, or any of its Subsidiaries), other than in the ordinary course of business, or (viii) is a lease or similar arrangement with annual rental payments of $10,000 or more. First National Bankshares has previously made available to Fifth Third true Section 3.12(a) of the Empire Disclosure Schedule sets forth true, correct and correct complete copies of all employment employment, consulting and deferred compensation agreements to which First National Bankshares Empire or any of its Subsidiaries is a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Empire Stock Option Plan, constitute a violation of any Laws or give rise to liability to any option holder. Section 3.12(a) of the Empire Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Empire. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12(a) of the First National Bankshares Empire Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares an "Empire Contract”, ," and neither First National Bankshares Empire nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation or imminent violation of the above any Empire Contract by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesparty thereto. (b) (i) Each First National Bankshares Empire Contract is a valid and binding on First National Bankshares and/or any commitment of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, Empire and is in full force and effect, (ii) First National Bankshares and each of Empire and its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Empire Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares Empire or any of its Subsidiaries under any such First National Bankshares Empire Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the IBKC Disclosure Schedule or as filed with any IBKC Reports, as of the date hereof, neither IBKC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any IBKC Benefit Plan: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares IBKC or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in any geographic region; (iii) which is a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite IBKC Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on IBKC; (v) (A) that relates to the incurrence of indebtedness by IBKC or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by IBKC or any of its Subsidiaries of, or any similar commitment by IBKC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any IBKC Report(s) filed since January 1, 2019 or entered into in the ordinary course of business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of IBKC or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by IBKC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than with respect to indebtedness disclosed in any IBKC Report(s) filed since January 1, 2019 or leases or other agreements entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of IBKC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which IBKC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares IBKC Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a an “IBKC Contract.” IBKC has made available to First National Bankshares Contract”Horizon true, correct and complete copies of each IBKC Contract in effect as of the date hereof. (i) Each IBKC Contract is valid and binding on IBKC or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC, (ii) IBKC and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each IBKC Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC, (iii) to the knowledge of IBKC, each third-party counterparty to each IBKC Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such IBKC Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC, (iv) neither First National Bankshares IBKC nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any IBKC Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesIBKC, and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares IBKC or any of its Subsidiaries Subsidiaries, or to the knowledge of IBKC, any other party thereto, of or under any such First National Bankshares IBKC Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesIBKC.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Schedule 4.14(a) of the FCB Disclosure Schedules, neither FCB nor any of its the FCB Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment or compensation of any directors, officers or employees other than in the ordinary course of business consistent with past practice, employees; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from First National BanksharesOSB, Fifth ThirdFCB, the Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director or employee thereof, thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) which is a “material any contract” , arrangement, commitment or understanding (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed whether written or incorporated by reference in the First National Bankshares Reports, (ivoral) which materially restricts the conduct of any line of business by First National Bankshares FCB; or (iv) any contract, arrangement, commitment or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageunderstanding (whether written or oral), (v) with or to a labor union or guild (including any collective bargaining agreement) stock option plan, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger. First National Bankshares FCB has previously made available to Fifth Third OSB true and correct copies of all employment and deferred compensation agreements arrangements which are in writing and to which First National Bankshares FCB or an FCB Subsidiary is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares an "FCB Contract”, ," and neither First National Bankshares FCB nor any of its the FCB Subsidiaries knows of, or has received notice of, any violation of the above any FCB Contract by any of the other parties thereto which is reasonably likely to havethereto, which, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesFCB. (b) (i) Each First National Bankshares each FCB Contract is valid and binding on First National Bankshares and/or any of its SubsidiariesFCB or the applicable FCB Subsidiary, as applicable, and, to the knowledge of First National Bankshares, any other party theretocase may be, and is in full force and effect, (ii) First National Bankshares FCB and each of its the FCB Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares ContractFCB Contract to which it is a party, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesFCB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares FCB or any of its the FCB Subsidiaries under any such First National Bankshares FCB Contract, except where any such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesFCB.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule or as filed with any Parent Reports, as of the date of this Agreement, neither Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Parent Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares Parent or any of its Subsidiaries or upon consummation of the Merger Mergers will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in any geographic region; (iii) which is a bank holding company may lawfully engage, (v) collective bargaining agreement or similar agreement with or to a any labor union or guild guild; (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Parent Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would reasonably be expected to Fifth Third true have a Material Adverse Effect on Parent; (v) (A) that relates to the incurrence of indebtedness by Parent or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases (except for facility leases) and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, federal funds borrowings, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business), or (B) that provides for the guarantee, support, assumption or endorsement by Parent or any of its Subsidiaries of, or any similar commitment by Parent or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Parent or its Subsidiaries, taken as a whole; (vii) that is a partyvendor agreement which creates future payment obligations in excess of $5,000,000 per annum or a servicing agreement pursuant to which obligations may exceed $5,000,000 per annum (in each case other than any such contracts which are terminable by Company or any of its Subsidiaries on ninety (90) days or less notice without penalty, other than the payment of any outstanding obligation at the time of termination); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Parent or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Parent or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Parent Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein in this Agreement as a “First National Bankshares Parent Contract”.” Parent has made available to Company true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Parent Contract in effect as of the above by any date of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthis Agreement. (b) (i) Each First National Bankshares Parent Contract is valid and binding on First National Bankshares and/or any Parent or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect on Parent, (ii) First National Bankshares Parent and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on Parent, (iii) to the knowledge of Parent, each third-party counterparty to each Parent Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each First National Bankshares such Parent Contract, except where such noncompliance, either individually noncompliance or in the aggregate, will nonperformance would not reasonably be expected to have a Material Adverse Effect on First National BanksharesParent, (iv) neither Parent nor any of its Subsidiaries has knowledge of any violation of any Parent Contract by any of the other parties thereto which would reasonably be expected to have a Material Adverse Effect on Parent and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Parent or any of its Subsidiaries or, to the knowledge of Parent, any other party thereto, of or under any such First National Bankshares Parent Contract, except where such default, either individually breach or in the aggregate, will default would not reasonably be expected to have a Material Adverse Effect on First National BanksharesParent.

Certain Contracts. (a) Neither First National Bankshares Republic nor any of its Subsidiaries Republic Subsidiary is a party to to, is bound or bound by affected by, or receives benefits under (i) except for this Agreement, any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral) (i) with respect , the default of which has had or would be reasonably likely to the employment of any directorshave a Material Adverse Effect, officers whether or employees other than not made in the ordinary course of business consistent (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), outstanding on the date hereof, or any agreement restricting in any material respect its business activities, including, without limitation, agreements or memoranda of understanding with past practiceregulatory authorities, (ii) whichany agreement, upon indenture or other instrument, written or oral, outstanding on the consummation date hereof, relating to the borrowing of money by Republic or shareholder approval any Republic Subsidiary or the guarantee by Republic or any Republic Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the transactions contemplated Closing Date by this Agreement will Republic or any Republic Subsidiary (either alone without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by Republic or any Republic Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the occurrence of any additional acts or events) result in any payment (whether a transaction involving Republic of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporationnature contemplated by this Agreement, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares agreement or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageplan, (v) with written or to a labor union or guild (oral, including any collective bargaining agreement) stock option plans, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contractagreement, arrangement, commitment or understanding commitment, indenture and plan Disclosed pursuant to this Section 3.15(a) is as of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is date hereof valid and binding on First National Bankshares and/or any of Republic or its Subsidiaries, as applicable, applicable Subsidiary and, to the knowledge of First National BanksharesRepublic, against the other parties thereto. (b) Neither Republic nor any Republic Subsidiary is in default under any agreement, commitment, arrangement, lease, insurance policy, or other party theretoinstrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and is in full force and effectthere has not occurred any event that, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in with the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares the Company nor any of its Subsidiaries is bound by, or a party to, any non-competition or similar restriction relating to any business, product or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than service anywhere in the ordinary course of business consistent with past practice, world. (iib) which, upon the consummation or shareholder approval No purchase Contracts of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, Company or any of their respective its Subsidiaries to any officer continue for a period of more than twelve months or employee thereof, (iii) which is a “material contract” (as such term is defined are in Item 601(b)(10) of Regulation S-K excess of the SECnormal, ordinary and usual requirements of its or their business or at any excessive price. (c) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation There is no outstanding sales Contract of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with Company or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan award) any of its Subsidiaries which continue for a period of more than twelve months. (d) Neither the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares Company nor any of its Subsidiaries knows ofhas any outstanding Contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or has received dealers that are not cancelable by it on notice ofof not longer than thirty days and without liability, penalty or premium or any violation agreement or arrangement providing for the payment of the above by any of the other parties thereto which is reasonably likely to havebonus or commission based on sales or earnings. (e) Except as would not, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, reasonably be expected to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Banksharesthe Company, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on neither the part of First National Bankshares or Company nor any of its Subsidiaries is in default, nor to its Knowledge is there any basis for any valid claim of default, under any such First National Bankshares ContractContract made or obligation owed by any of them. (f) Neither Company nor any of its Subsidiaries has entered into any Contract to indemnify any other party against any charge of infringement of any intellectual property, except where such default, either individually other than indemnification provisions contained in license agreements or purchase orders arising in the aggregateordinary course of business (other than guarantees by the Company or one of its wholly owned Subsidiaries on behalf of the Company or one of its wholly owned Subsidiaries). (g) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, will not have including guarantees (other than guarantees by the Company or one of its wholly owned Subsidiaries on behalf of the Company or one of its wholly owned Subsidiaries) of or agreements to acquire any such debt obligation of others. (h) Neither the Company nor any of its Subsidiaries has any outstanding loan to any Person, other than to the Company or a Material Adverse Effect wholly owned Subsidiary of the Company. (i) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person, corporation, partnership, joint venture, association, organization or other entity (other than guarantees by the Company or one of its wholly owned Subsidiaries on First National Banksharesbehalf of the Company or one of its wholly owned Subsidiaries).

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 4.14(a) of the IBTX Disclosure Schedule or as filed with any IBTX Reports, as of the date hereof, neither IBTX nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any IBTX Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares IBTX or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region; (viii) with or to a labor union or guild (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite IBTX Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on IBTX; (v) (A) that relates to the incurrence of indebtedness by IBTX or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by IBTX or any of its Subsidiaries of, or any similar commitment by IBTX or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of IBTX or its Subsidiaries; (vii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $2,000,000 per annum (other than any such contracts which are terminable by IBTX or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of IBTX or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which IBTX or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares IBTX Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares IBTX Contract”.” IBTX has made available to TCBI true, correct and complete copies of each IBTX Contract in effect as of the date hereof. (i) Each IBTX Contract is valid and binding on IBTX or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (ii) IBTX and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each IBTX Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (iii) to the knowledge of IBTX, each third-party counterparty to each IBTX Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such IBTX Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (iv) neither First National Bankshares IBTX nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any IBTX Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, IBTX and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares IBTX or any of its Subsidiaries or, to the knowledge of IBTX, any other party thereto, of or under any such First National Bankshares IBTX Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesIBTX.

Certain Contracts. (a) Neither First National Bankshares ▇▇▇▇▇ Fargo nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares▇▇▇▇▇ Fargo, Fifth ThirdNorwest, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares ▇▇▇▇▇ Fargo Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares ▇▇▇▇▇ Fargo or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares ▇▇▇▇▇ Fargo has previously made available to Fifth Third Norwest true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares ▇▇▇▇▇ Fargo is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares ▇▇▇▇▇ Fargo Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "▇▇▇▇▇ Fargo Contract”", and neither First National Bankshares ▇▇▇▇▇ Fargo nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to will have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares▇▇▇▇▇ Fargo. (b) (i) Each First National Bankshares ▇▇▇▇▇ Fargo Contract is valid and binding on First National Bankshares and/or ▇▇▇▇▇ Fargo or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares ▇▇▇▇▇ Fargo and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares ▇▇▇▇▇ Fargo Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares▇▇▇▇▇ Fargo, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares ▇▇▇▇▇ Fargo or any of its Subsidiaries under any such First National Bankshares ▇▇▇▇▇ Fargo Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares▇▇▇▇▇ Fargo.

Certain Contracts. (a) Neither First National Bankshares Except as otherwise provided in this Agreement or as disclosed on Section 4.13(a) of the Vantage Disclosure Schedule, neither Vantage nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees, consultants, independent contractors or employees other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon the execution of this Agreement or consummation or shareholder stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth ThirdVantage, the Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of Vantage or any Subsidiary thereof, (iii) which that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K of the SEC) Vantage to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares ReportsAgreement, (iv) which that materially restricts the conduct of any line of business, or the area in which such business is conducted, by First National Bankshares or Vantage or, to the knowledge of Vantage, upon consummation of the Vantage Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or Stock Plan award) restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a4.13(a), whether or not set forth in the First National Bankshares Vantage Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Vantage Contract”, ,” and neither First National Bankshares Vantage nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above any Vantage Contract by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthereto. (b) (i) Each First National Bankshares Vantage Contract is valid and binding on First National Bankshares and/or any of Vantage or its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, applicable Subsidiary and is in full force and effect, (ii) First National Bankshares Vantage and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, Vantage Contract and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares Vantage or any of its Subsidiaries under any such First National Bankshares Vantage Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares nor any Except as set forth at Section 3.12(a) of its Subsidiaries the Nutmeg Disclosure Schedule, Nutmeg is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesNewMil, Fifth ThirdNutmeg, New Milford Savings Bank, the Surviving Corporation, Bank or any of their respective NewMil's Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageNutmeg, (viv) with or to a labor union or guild (including any collective bargaining agreement) or (viv) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement. First National Bankshares Nutmeg has previously made available delivered to Fifth Third true NewMil true, correct and correct complete copies of all employment employment, consulting and deferred compensation agreements to which First National Bankshares Nutmeg is a party. Section 3.12(a) of the Nutmeg Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Nutmeg. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12(a) of the First National Bankshares Nutmeg Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Nutmeg Contract”," and Nutmeg has not received notice of, and neither First National Bankshares nor do any of its Subsidiaries knows of, or has received notice executive officers know of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesNutmeg Contract. (b) (i) Each First National Bankshares Nutmeg Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries Nutmeg has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Nutmeg Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares or any of its Subsidiaries Nutmeg under any such First National Bankshares Nutmeg Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares As of the date hereof, neither NewBridge nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees, independent contractors or employees consultants other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesYadkin, Fifth ThirdNewBridge, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by First National Bankshares NewBridge or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business in which a bank holding company may lawfully engagebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement) or ), (vi) (including any First National Bankshares Stock Option or Stock Plan award) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , (vii) that relates to Fifth Third true the incurrence of indebtedness by NewBridge or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and correct copies of all employment loans from the Federal Home Loan Bank and deferred compensation securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of NewBridge or its Subsidiaries or (ix) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by NewBridge or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares NewBridge Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares NewBridge Contract”, ,” and neither First National Bankshares NewBridge nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National BanksharesNewBridge. (b) (i) Each First National Bankshares NewBridge Contract is valid and binding on First National Bankshares and/or any NewBridge or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge. NewBridge and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares NewBridge Contract, except where such noncompliance, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesNewBridge. To NewBridge’s knowledge each third-party counterparty to each NewBridge Contract has in all material respects performed all obligations required to be performed by it to date under such NewBridge Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares NewBridge or any of its Subsidiaries under any such First National Bankshares NewBridge Contract, except where such default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesNewBridge.

Certain Contracts. (a) Neither First National Bankshares LSB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesFNB, Fifth ThirdLSB, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereofthereof which, individually or in the aggregate, will have a Material Adverse Effect on LSB, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares LSB Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares LSB or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement which, individually or in the aggregate, will have a Material Adverse Effect on LSB. First National Bankshares LSB has previously made available to Fifth Third FNB true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares LSB is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares LSB Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares LSB Contract”, and neither First National Bankshares LSB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havewhich, either individually or in the aggregate, will have a Material Adverse Effect on First National BanksharesLSB. (b) (i) Each First National Bankshares LSB Contract is valid and binding on First National Bankshares and/or LSB or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares LSB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares LSB Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesLSB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares LSB or any of its Subsidiaries under any such First National Bankshares LSB Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesLSB.

Certain Contracts. (a) Neither First National Bankshares CBI nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) whichthat, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesBancorp, Fifth ThirdCBI, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which that is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares CBI Reports, (iv) which that materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageCBI, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares CBI has delivered to Bancorp a complete list as of the date of this Agreement of each contract to which CBI or any of its Subsidiaries is a party that involves an amount in excess of $100,000 or that has an unexpired term in excess of one year from the date of this Agreement other than loans, deposits, letters of credit, and similar transactions entered into by CBI in the ordinary course of business. In addition, CBI has previously made available delivered to Fifth Third Bancorp true and correct copies of all employment employment, consulting, and deferred compensation agreements that are in writing and a written summary of all such contracts that are material to which First National Bankshares is a partyCBI and not in writing. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares CBI Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "CBI Contract”, and neither First National Bankshares ." Neither CBI nor any of its Subsidiaries knows of, or has received notice of, any violation of the above any CBI Contract by any of the other parties thereto which is reasonably likely to havethat, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesCBI. (b) (i) Each First National Bankshares CBI Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares CBI and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares CBI Contract, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesCBI, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares CBI or any of its Subsidiaries or, to the knowledge of CBI, on the part of any other party under any such First National Bankshares CBI Contract, except where such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesCBI.

Certain Contracts. (a) Neither First Except as set forth in Section 4.13(a) of the Old National Bankshares Disclosure Schedule or as filed with or incorporated into any Old National Report filed prior to the date hereof, as of the date hereof, neither Old National nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) oral but excluding any Old National Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First Old National Bankshares or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Old National Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Old National; (v) (A) that relates to the incurrence of indebtedness by Old National Bankshares has previously made available to Fifth Third true or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Old National or any of its Subsidiaries of, or any similar commitment by Old National or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Old National or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Old National or its Subsidiaries, taken as a whole; (vii) which First creates future payment obligations in excess of $5,000,000 per annum other than any such contracts which are terminable by Old National Bankshares or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Old National or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of Old National or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Old National or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a4.13(a) (excluding any Old National Benefit Plan), whether or not set forth in the First Old National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First Old National Bankshares Contract”. Old National has made available to First Midwest true, correct and neither First complete copies of each Old National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) Old National, (i) Each First each Old National Bankshares Contract is valid and binding on First Old National Bankshares and/or any or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First Old National Bankshares and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First Old National Bankshares Contract, except where (iii) to the knowledge of Old National, each third-party counterparty to each Old National Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceOld National Contract, either individually or in the aggregate, will (iv) Old National does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any Old National Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First Old National Bankshares or any of its Subsidiaries Subsidiaries, or to the knowledge of Old National, any other party thereto, of or under any such First Old National Bankshares Contract, except where such default, either individually Contract and (vi) no third-party counterparty to any Old National Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Old National Contract as a result of the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the SunTrust Disclosure Schedule or as filed with any SunTrust Reports, as of the date hereof, neither SunTrust nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any SunTrust Benefit Plan: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares SunTrust or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region; (viii) with or to a labor union or guild (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite SunTrust Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on SunTrust; (v) (A) that relates to the incurrence of indebtedness by SunTrust or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SunTrust or any of its Subsidiaries of, or any similar commitment by SunTrust or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SunTrust or its Subsidiaries; (vii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $10,000,000 per annum (other than any such contracts which are terminable by SunTrust or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SunTrust or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which SunTrust or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares SunTrust Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares SunTrust Contract”.” SunTrust has made available to BB&T true, correct and complete copies of each SunTrust Contract in effect as of the date hereof. (i) Each SunTrust Contract is valid and binding on SunTrust or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SunTrust, (ii) SunTrust and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each SunTrust Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SunTrust, (iii) to the knowledge of SunTrust, each third-party counterparty to each SunTrust Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SunTrust Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SunTrust, (iv) neither First National Bankshares SunTrust nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any SunTrust Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, SunTrust and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares SunTrust or any of its Subsidiaries Subsidiaries, or to the knowledge of SunTrust, any other party thereto, of or under any such First National Bankshares SunTrust Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesSunTrust.

Certain Contracts. (ai) Neither First National Bankshares Except as set forth in Section 5.03(k)(i) of TCFC’s Disclosure Schedule, neither TCFC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any TCFC Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares TCFC or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the TCFC Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, exceed $100,000; (v) (A) that relates to Fifth Third true the incurrence of indebtedness by TCFC or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by TCFC or any of its Subsidiaries of, or any similar commitment by TCFC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $200,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of TCFC or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of TCFC or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by TCFC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by TCFC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of TCFC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which TCFC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a5.03(k)(i) (excluding any TCFC Benefit Plan), whether or not set forth in the First National Bankshares TCFC Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares TCFC Contract”.” Except as set forth in Section 5.03(k)(i) of TCFC’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and neither First National Bankshares nor conditions of any TCFC Contract as a result of its Subsidiaries knows ofTCFC’s and CBC’s (as applicable) execution, delivery or has received notice of, any violation performance of this Agreement and the Bank Merger Agreement and the consummation of the above by any Transaction. TCFC has made available to SHBI true, correct and complete copies of each TCFC Contract in effect as of the other parties thereto which is reasonably likely to havedate hereof. (ii) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) TCFC, (i) Each First National Bankshares each TCFC Contract is valid and binding on First National Bankshares and/or any TCFC or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares TCFC and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares TCFC Contract, except where (iii) to the Knowledge of TCFC, each third-party counterparty to each TCFC Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceTCFC Contract, either individually or in the aggregate, will (iv) TCFC does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any TCFC Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares TCFC or any of its Subsidiaries Subsidiaries, or to the Knowledge of TCFC, any other party thereto, of or under any such First National Bankshares Contract, except where such default, either individually TCFC Contract and (vi) no third-party counterparty to any TCFC Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any TCFC Contract as a result of the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares Except as set forth at Section 3.12 of the NewMil Disclosure Schedule, neither NewMil nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesW▇▇▇▇▇▇, Fifth Third, the Surviving CorporationNewMil, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares NewMil or upon consummation any of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageits Subsidiaries, (viv) with or to a labor union or guild (including any collective bargaining agreement) or (viv) (including any First National Bankshares Stock Option or Stock Plan awardexcept as set forth on Section 3.12(a)(v) of the NewMil Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). First National Bankshares has previously made available to Fifth Third true and correct copies Except as set forth at Section 3.12 of all employment the NewMil Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which First National Bankshares NewMil or any of its Subsidiaries is a party. Section 3.12(a) of the NewMil Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of NewMil and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12(a) of the First National Bankshares NewMil Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares NewMil Contract”, ,” and neither First National Bankshares NewMil nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesNewMil Contract. (b) (i) Each First National Bankshares NewMil Contract is a valid and binding on First National Bankshares and/or any obligation of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, NewMil and is in full force and effect, (ii) First National Bankshares NewMil and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares NewMil Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares NewMil or any of its Subsidiaries under any such First National Bankshares NewMil Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth at Section 3.12 of the MECH Disclosure Schedule, neither MECH nor any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares▇▇▇▇▇▇▇, Fifth ThirdMECH, the Surviving CorporationMS Bank, ▇▇▇▇▇▇▇ Bank or any of their respective Subsidiaries to any director, officer or employee thereofof MECH or any Subsidiary, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares MECH or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageSubsidiary, (viv) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan awardv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Bank Merger Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). First National Bankshares has previously made available to Fifth Third true and correct copies Except as set forth at Section 3.12 of all employment the MECH Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which First National Bankshares MECH or any of its Subsidiaries is a party. Section 3.12 of the MECH Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of MECH and each of its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12 of the First National Bankshares MECH Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "MECH Contract”, ," and neither First National Bankshares MECH nor any of its Subsidiaries knows of, or Subsidiary has received notice of, any violation of the above any MECH Contract by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesMECH. (b) (i) Each First National Bankshares MECH Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares MECH and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares MECH Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares MECH or any of its Subsidiaries Subsidiary under any such First National Bankshares MECH Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares As of the date of this Agreement, neither Bancorp nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) whichthat, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesBancorp, Fifth ThirdCBI, the Surviving surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which that is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Bancorp Reports, (iv) which that materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageBancorp, (v) with or to a labor union or guild (including any collective bargaining agreement) ), or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Bancorp Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Bancorp Contract”, and neither First National Bankshares ." Neither Bancorp nor any of its Subsidiaries knows of, or has received notice of, any violation of the above any Bancorp Contract by any of the other parties thereto which is reasonably likely to havethat, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not would have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesBancorp.

Certain Contracts. (a) Neither First National Bankshares Except as filed with or incorporated into any Seller Report filed prior to the date hereof, neither Seller nor any of its Seller Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Seller Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of or any line of business by First National Bankshares Seller or any of Seller Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Seller Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on Seller; (v) (A) that relates to the incurrence of indebtedness by Seller or any of Seller Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Seller or any of Seller Subsidiaries of, or any similar commitment by Seller or any of Seller Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $2,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Seller or any of Seller Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Seller or Seller Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $250,000 per annum or $50,000 with respect to any individual payment other than any such contracts which are terminable by Seller or any of Seller Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Seller or Seller Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Seller or any of Seller Subsidiaries; (ix) that is a lease of real property to which Seller or any of Seller Subsidiaries is a party; (x) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (xi) in which Seller or any of Seller Subsidiaries grants or is granted a license or similar under any material Intellectual Property, excluding, in each case, (A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xii) that is a material consulting agreement, to which Seller or any of Seller Subsidiaries is a party with payments in excess of $100,000; or (xiii) that relates to the acquisition or disposition of any person, business or asset and under which Seller or Seller Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a) (excluding any Seller Benefit Plan), whether or not set forth in the First National Bankshares Seller Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Seller Contract”.” Seller has made available to Buyer true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Seller Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) Seller, (i) Each First National Bankshares each Seller Contract is valid and binding on First National Bankshares and/or any Seller or one of its Seller Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Seller and each of its Seller Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares Seller Contract, except where (iii) to the knowledge of Seller, each third-party counterparty to each Seller Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceSeller Contract, either individually or in the aggregate, will (iv) Seller does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any Seller Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Seller or any of its Subsidiaries Seller Subsidiaries, or to the knowledge of Seller, any other party thereto, of or under any such First National Bankshares Seller Contract and (vi) no third-party counterparty to any Seller Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Seller Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the First National Bankshares Horizon Disclosure Schedule or as filed with any First Horizon Reports, as of the date hereof, neither First Horizon nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any First Horizon Benefit Plan: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares Horizon or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in any geographic region; (iii) which is a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite First Horizon Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First National Bankshares has previously made available Horizon; (v) (A) that relates to Fifth Third true the incurrence of indebtedness by First Horizon or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by First Horizon or any of its Subsidiaries of, or any similar commitment by First Horizon or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any First Horizon Report(s) filed since January 1, 2019 or entered into in the ordinary course of business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of First Horizon or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by First Horizon or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than with respect to indebtedness disclosed in any First Horizon Report(s) filed since January 1, 2019 or leases or other agreements entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of First Horizon or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which First National Bankshares is Horizon or its Subsidiaries have or may have a partymaterial obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Horizon Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Horizon Contract”.” First Horizon has made available to IBKC true, correct and complete copies of each First Horizon Contract in effect as of the date hereof. (i) Each First Horizon Contract is valid and binding on First Horizon or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Horizon, (ii) First Horizon and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each First Horizon Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Horizon, (iii) to the knowledge of First Horizon, each third-party counterparty to each First Horizon Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such First Horizon Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Horizon, (iv) neither First National Bankshares Horizon nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any First Horizon Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesHorizon, and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Horizon or any of its Subsidiaries or, to the knowledge of First Horizon, any other party thereto, of or under any such First National Bankshares Horizon Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesHorizon.

Certain Contracts. (a) Neither First National Bankshares Old Kent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, Old Kent, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Old Kent Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares Old Kent or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares Old Kent has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares Old Kent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares Old Kent Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Old Kent Contract”, ," and neither First National Bankshares Old Kent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havewhich, either individually or in the aggregate, will have a Material Adverse Effect on First National BanksharesOld Kent. (b) With such exceptions that, either individually or in the aggregate, will not have a Material Adverse Effect on Old Kent, (i) Each First National Bankshares each Old Kent Contract is valid and binding on First National Bankshares and/or Old Kent or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Old Kent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Old Kent Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares Old Kent or any of its Subsidiaries under any such First National Bankshares Old Kent Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the First National Bankshares Midwest Disclosure Schedule or as filed with or incorporated into any First Midwest Report filed prior to the date hereof, as of the date hereof, neither First Midwest nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any First Midwest Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares Midwest or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite First Midwest Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First National Bankshares has previously made available Midwest; (v) (A) that relates to Fifth Third true the incurrence of indebtedness by First Midwest or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by First Midwest or any of its Subsidiaries of, or any similar commitment by First Midwest or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of First Midwest or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of First Midwest or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum other than any such contracts which are terminable by First Midwest or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by First Midwest or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of First Midwest or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which First National Bankshares is Midwest or its Subsidiaries have or may have a partymaterial obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.13(a) (excluding any First Midwest Benefit Plan), whether or not set forth in the First National Bankshares Midwest Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First Midwest Contract.” First Midwest has made available to Old National Bankshares Contract”true, correct and neither complete copies of each First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation Midwest Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) Midwest, (i) Each each First National Bankshares Midwest Contract is valid and binding on First National Bankshares and/or any Midwest or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Midwest and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares Midwest Contract, except where (iii) to the knowledge of First Midwest, each third-party counterparty to each First Midwest Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceFirst Midwest Contract, either individually or in the aggregate, will (iv) First Midwest does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any First Midwest Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Midwest or any of its Subsidiaries Subsidiaries, or to the knowledge of First Midwest, any other party thereto, of or under any such First National Bankshares Contract, except where such default, either individually Midwest Contract and (vi) no third-party counterparty to any First Midwest Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any First Midwest Contract as a result of the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares Except for plans referenced in Section 3.9 and disclosed in the LFB Disclosure Schedule, (i) neither LFB nor any of its Subsidiaries LFB Subsidiary is a party to or bound by any contract, arrangement, commitment written contract or any understanding (whether written or oral) (i) with respect to the employment of any directorsofficers, officers employees, directors or employees other than in the ordinary course of business consistent with past practiceconsultants, and (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, LFB or any of their respective Subsidiaries LFB Subsidiary to any officer officer, employee, director or employee consultant thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option or Stock Plan award) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third The LFB Disclosure Schedule sets forth true and correct copies of all severance or employment and deferred compensation agreements with officers, directors, employees, agents or consultants to which First National Bankshares LFB or any LFB Subsidiary is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) Except as disclosed in the LFB Disclosure Schedule and except for loan commitments, loan agreements and loan instruments entered into or issued by the Association in the ordinary course of business, (i) Each First National Bankshares Contract as of the date of this Agreement, neither LFB nor any LFB Subsidiary is valid a party to or bound by any commitment, agreement or other instrument which is material to the business, operations, assets or financial condition of LFB and binding on First National Bankshares and/or the LFB Subsidiaries taken as a whole, (ii) no commitment, agreement or other instrument to which LFB or any LFB Subsidiary is a party or by which either of its Subsidiariesthem is bound limits the freedom of LFB or any LFB Subsidiary to compete in any line of business or with any person, and (iii) neither LFB nor any LFB Subsidiary is a party to any collective bargaining agreement. (c) Except as applicabledisclosed in the LFB Disclosure Schedule, andneither LFB nor any LFB Subsidiary or, to the best knowledge of First National BanksharesLFB, any other party thereto, and is in full force and effectdefault in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (iiexcept those under which the Association is or will be the creditor) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contractor arrangement, except where such noncompliance, either for defaults which individually or in the aggregate, will aggregate would not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default adverse effect on the part business, operations, assets or financial condition of First National Bankshares or any of its Subsidiaries under any such First National Bankshares ContractLFB and the LFB Subsidiaries, except where such default, either individually or in the aggregate, will not have taken as a Material Adverse Effect on First National Bankshareswhole.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 4.14(a) of the BB&T Disclosure Schedule or as filed with any BB&T Reports, as of the date hereof, neither BB&T nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any BB&T Benefit Plan: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares BB&T or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region; (viii) with or to a labor union or guild (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite BB&T Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on BB&T; (v) (A) that relates to the incurrence of indebtedness by BB&T or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by BB&T or any of its Subsidiaries of, or any similar commitment by BB&T or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of BB&T or its Subsidiaries; (vii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $10,000,000 per annum (other than any such contracts which are terminable by BB&T or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of BB&T or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which BB&T or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares BB&T Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares BB&T Contract”.” BB&T has made available to SunTrust true, correct and complete copies of each BB&T Contract in effect as of the date hereof. (i) Each BB&T Contract is valid and binding on BB&T or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BB&T, (ii) BB&T and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each BB&T Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BB&T, (iii) to the knowledge of BB&T, each third-party counterparty to each BB&T Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such BB&T Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BB&T, (iv) neither First National Bankshares BB&T nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any BB&T Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, BB&T and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares BB&T or any of its Subsidiaries or, to the knowledge of BB&T, any other party thereto, of or under any such First National Bankshares BB&T Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National Bankshares.BB&T.

Certain Contracts. (a) Neither First National Bankshares As of the date hereof, neither BANC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any BANC Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares BANC or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusive license, exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite BANC Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true result in a material liability to BANC and correct copies its Subsidiaries, taken as a whole; (v) that (A) relates to the incurrence of all employment indebtedness by BANC or any of its Subsidiaries, including any sale and deferred compensation leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) provides for the guarantee, support, assumption or endorsement by BANC or any of its Subsidiaries of, or any similar commitment by BANC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $500,000 or more, or (C) provides for any material indemnification or similar obligations on the part of BANC or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of BANC and its Subsidiaries, taken as a whole; (vii) that creates future payment obligations in excess of $500,000 per annum other than any such contracts which First National Bankshares are terminable by BANC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by BANC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of BANC or any of its Subsidiaries; (ix) that relates to the acquisition or disposition of any person, business or asset and under which BANC or its Subsidiaries has a material on-going obligation or liability, including the disposition of any material loan portfolio; (x) that relates to any material joint venture, partnership or other similar agreement; (xi) that licenses or otherwise grants rights to BANC or any of its Subsidiaries from a third party with respect to material Intellectual Property of any third party. , where such contract is material to the businesses of BANC and its subsidiaries, taken as a whole; or (xii) that licenses or grants other rights to any third party from BANC or its Subsidiaries with respect to material Intellectual Property, where such contract is material to the businesses of BANC and its Subsidiaries, taken as a whole. (b) Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a4.13(a) (excluding any BANC Benefit Plan and any Investment Agreement), whether or not set forth in the First National Bankshares BANC Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares BANC Contract”.” BANC has made available to PACW true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each BANC Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (c) In each case, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) BANC, (i) Each First National Bankshares each BANC Contract is valid and binding on First National Bankshares and/or any BANC or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares each of BANC and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares BANC Contract, except where (iii) to the knowledge of BANC, each third-party counterparty to each BANC Contract has complied with and performed all obligations required to be performed by it to date under such noncomplianceBANC Contract, either individually or in the aggregate, will (iv) BANC does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received or delivered notice of, any violation of any BANC Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares BANC or any of its Subsidiaries Subsidiaries, or to the knowledge of BANC, any other party thereto, of or under any such First National Bankshares PACW Contract and (vi) no party to any BANC Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any BANC Contract, except where such default, either individually including as a result of the Pandemic or in the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic Measures.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.13(a) of the Sterling Disclosure Schedule or as filed with or incorporated into any Sterling Report filed prior to the date hereof, as of the date hereof, neither Sterling nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Sterling Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of on any line of business by First National Bankshares Sterling or any of its Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, (v) with or to a labor union or guild any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Sterling Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on Sterling; (v) (A) that relates to the incurrence of indebtedness by Sterling or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Sterling or any of its Subsidiaries of, or any similar commitment by Sterling or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Sterling or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Sterling or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $5,000,000 per annum other than any such contracts which are terminable by Sterling or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Sterling or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of Sterling or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Sterling or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.13(a) (excluding any Sterling Benefit Plan), whether or not set forth in the First National Bankshares Sterling Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Sterling Contract”.” Sterling has made available to W▇▇▇▇▇▇ true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Sterling Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) Sterling, (i) Each First National Bankshares each Sterling Contract is valid and binding on First National Bankshares and/or any Sterling or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Sterling and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First National Bankshares Sterling Contract, except where (iii) to the knowledge of Sterling, each third-party counterparty to each Sterling Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such noncomplianceSterling Contract, either individually or in the aggregate, will (iv) Sterling does not have a Material Adverse Effect on First National Banksharesknowledge of, and has not received notice of, any violation of any Sterling Contract by any of the other parties thereto, (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Sterling or any of its Subsidiaries Subsidiaries, or to the knowledge of Sterling, any other party thereto, of or under any such First National Bankshares Contract, except where such default, either individually Sterling Contract and (vi) no third-party counterparty to any Sterling Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Sterling Contract as a result of the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares FleetBoston nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which that is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares ReportsFleetBoston Reports filed prior to the date hereof, (ivii) which that materially restricts the conduct of any material line of business by First National Bankshares FleetBoston or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business material to Bank of America or FleetBoston in which a bank financial holding company may lawfully engage, (viii) with or to a labor union or guild (including any collective bargaining agreement) or (viiv) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares FleetBoston Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "FleetBoston Contract”, ," and neither First National Bankshares FleetBoston nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on First National BanksharesFleetBoston. (b) With such exceptions that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on FleetBoston, (i) Each First National Bankshares each FleetBoston Contract is valid and binding on First National Bankshares and/or FleetBoston or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares FleetBoston and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares FleetBoston Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares FleetBoston or any of its Subsidiaries under any such First National Bankshares FleetBoston Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares nor any Section 4.16(a) of its Subsidiaries is a party to the PICA Disclosure Schedule lists all contracts, agreements, arrangements, commitments, or bound by any contract, arrangement, commitment or understanding understandings (whether written or oral) other than insurance policies issued by PICA or any PICA Insurance Subsidiary to which PICA or a PICA Subsidiary is a party or bound by: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, employees; (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesPICA, Fifth Third, the Surviving CorporationPRA, or any of their respective Subsidiaries to any director, officer or employee thereof, ; (iii) which is a “material contract” (as such term is defined contains obligations for PICA or any PICA Subsidiary to pay in Item 601(b)(10) excess of Regulation S-K $100,000 in any twelve month period or provides for PICA or any PICA Subsidiary to receive in excess of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference $100,000 in the First National Bankshares Reports, any twelve month period; (iv) which materially restricts the conduct of any line of business by First National Bankshares that concerns a partnership or upon consummation of the Merger will materially restrict joint venture that is not consolidated with PICA for financial reporting purposes; (v) that contractually limits the ability of PICA or any PICA Subsidiary to compete with respect to any product, service or territory; (vi) that is in the Surviving Corporation to engage in any line nature of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement, employment agreement, consulting agreement or severance agreement that is not cancelable by PICA or any PICA Subsidiary without penalty or compensation on thirty (30) days notice or less; (vii) that provides for the payment to an employee of PICA or any PICA Subsidiary any incentive or bonus compensation based on the productivity or performance of such employee or of PICA or any PICA Subsidiary; or (vi) (including any First National Bankshares Stock Option or Stock Plan awardviii) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares PICA has previously made available to Fifth Third true and correct PRA complete copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares PICA or any PICA Subsidiary is a party. Each contract, agreement, arrangement, commitment commitment, or understanding (whether written or oral) of the type described in Section 4.16(a) of this Section 4.14(a)Agreement, whether or not set forth in the First National Bankshares PICA Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein in this Agreement as a “First National Bankshares PICA Contract”, ,” and neither First National Bankshares PICA nor any of its Subsidiaries knows of, or PICA Subsidiary has received notice ofof any, any and to the Knowledge of PICA there has been no, violation of the above any PICA Contract by any of the other parties thereto which is reasonably likely to havethereto. For the avoidance of doubt, individually the term "PICA Contracts" does not include any insurance policy or in the aggregate, contract issued by PICA or a Material Adverse Effect on First National BanksharesPICA Insurance Subsidiary. (b) (i) Each First National Bankshares With respect to each PICA Contract, such PICA Contract is valid (assuming due power and authority of, and due execution and delivery by, the other parties thereto) in full force and effect (except for contracts that have expired pursuant to the terms thereof) and is legally valid, binding on First National Bankshares and/or and enforceable against PICA or any of the PICA Subsidiaries and to the Knowledge of PICA, the other party thereto in accordance with its Subsidiariesterms (except as may be limited by bankruptcy, as applicablefraudulent conveyance, andinsolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no material defaults by PICA or any PICA Subsidiary, or, to the knowledge Knowledge of First National BanksharesPICA, any other party, under such PICA Contract. Neither PICA nor any PICA Subsidiary has received written or, to the Knowledge of PICA, oral notice of any default, offset, counterclaim or defense under such PICA Contract. No condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by PICA or any PICA Subsidiary, or, to the Knowledge of PICA, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each under the terms of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares such PICA Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares NCF nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from First National BanksharesNCF, Fifth ThirdSTI, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares ReportsNCF Reports filed prior to the date of this Agreement, (iv) which materially restricts the conduct of any line of business by First National Bankshares NCF or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares NCF has previously made available to Fifth Third STI true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares NCF is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares NCF Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "NCF Contract”", and neither First National Bankshares NCF nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthereto. (b) (i) Each First National Bankshares NCF Contract is valid and binding on First National Bankshares and/or NCF or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares NCF and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares NCF Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares NCF or any of its Subsidiaries under any such First National Bankshares NCF Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares BankBoston nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesFleet, Fifth ThirdBankBoston, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares BankBoston Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares BankBoston or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares BankBoston has previously made available to Fifth Third Fleet true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares BankBoston or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares BankBoston Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "BankBoston Contract”, ," and neither First National Bankshares BankBoston nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havewhich, either individually or in the aggregate, will have a Material Adverse Effect on First National BanksharesBankBoston. (b) (i) Each First National Bankshares BankBoston Contract is valid and binding on First National Bankshares and/or BankBoston or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares BankBoston and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares BankBoston Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesBankBoston, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares BankBoston or any of its Subsidiaries under any such First National Bankshares BankBoston Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesBankBoston.

Certain Contracts. (a) Neither First National Bankshares Banking nor any of its Subsidiaries First Banking Subsidiary is a party to to, is bound or bound by affected by, or receives benefits under (i) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral) (i) with respect to , the employment default of any directorswhich would have a Material Adverse Effect, officers whether or employees other than not made in the ordinary course of business consistent (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including, without limitation, agreements or memoranda of understanding with past practiceregulatory authorities, (ii) whichany agreement, indenture or other instrument, written or oral, relating to the borrowing of money by First Banking or any First Banking Subsidiary or the guarantee by First Banking or any First Banking Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by First Banking or any First Banking Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by First Banking or any First Banking Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the consummation or shareholder approval occurrence of a transaction involving First Banking of the transactions nature contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving CorporationBB&T Option Agreement, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares agreement or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageplan, (v) with written or to a labor union or guild (oral, including any collective bargaining agreement) stock option plan, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, Agreement or the BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement. First National Bankshares has previously made available Each matter Disclosed pursuant to Fifth Third true this Section 3.15(a) is in full force and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding effect as of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesdate hereof. (b) (i) Each Neither First National Bankshares Contract Banking nor any First Banking Subsidiary is valid in default under any agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party theretowhether written or oral, and is in full force and effectthere has not occurred any event that, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in with the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.giving of

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 4.14(a) of the CommerceOne Disclosure Schedule, as of the date hereof, neither CommerceOne nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any CommerceOne Benefit Plan and any contract, arrangement, commitment or understanding solely among CommerceOne and any wholly owned Subsidiaries of CommerceOne or solely among wholly owned Subsidiaries of CommerceOne: (i) with respect to for the employment purchase of any directorsmaterials, officers supplies, goods, services, equipment or employees other tangible assets (other than those specified elsewhere in this definition) that provides for annual payments of more than $100,000 (other than any such contracts which are terminable by CommerceOne or any of its Subsidiaries on sixty (60) days’ or less notice without any required payment or other conditions, other than the ordinary course condition of business consistent with past practice, notice); (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is contains a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement provision that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares CommerceOne or any of its Subsidiaries or upon consummation of the Merger Mergers will materially restrict the ability of the Surviving Corporation CommerceOne or any of its Affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region (vincluding any exclusivity or exclusive dealing provisions with such an effect); (iii) with or to a labor union or guild with respect to any employees of CommerceOne or any its Subsidiaries (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite CommerceOne Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on CommerceOne; (v) (A) that relates to the incurrence of indebtedness by CommerceOne or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by CommerceOne or any of its Subsidiaries of, or any similar commitment by CommerceOne or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $500,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of CommerceOne or its Subsidiaries; (vii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of CommerceOne or any of its Subsidiaries; or (viii) that relates to the acquisition or disposition of any person, business or asset and under which CommerceOne or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares CommerceOne Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares CommerceOne Contract”.” CommerceOne has made available to Green Dot true, correct and complete copies of each CommerceOne Contract in effect as of the date hereof. (i) Each CommerceOne Contract is valid and binding on CommerceOne or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CommerceOne, (ii) CommerceOne and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each CommerceOne Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CommerceOne, (iii) to the knowledge of CommerceOne, each third-party counterparty to each CommerceOne Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such CommerceOne Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CommerceOne, (iv) neither First National Bankshares CommerceOne nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any CommerceOne Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, CommerceOne and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares CommerceOne or any of its Subsidiaries or, to the knowledge of CommerceOne, any other party thereto, of or under any such First National Bankshares CommerceOne Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesCommerceOne.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the Company Disclosure Schedule or as filed with any Company Reports, as of the date hereof, neither the Company nor any of its the Company Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Company Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares the Company or any of the Company Subsidiaries or upon consummation of the Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in any geographic region; (iii) which is a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Company Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on the Company; (v) (A) that relates to the incurrence of indebtedness by the Company or any of the Company Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by the Company or any of the Company Subsidiaries of, or any similar commitment by the Company or any of the Company Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $10,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or the Company Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations from the Company or any of the Company Subsidiaries in excess of $1,000,000 per annum (other than any such contracts which are terminable by the Company or any of the Company Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) which creates future payment obligations in excess of $1,000,000 per annum with respect to derivatives contracts, except for such contracts that are entered into in back-to-back fashion (i.e., customer-facing derivatives hedged by street-facing derivatives), consist of balance sheet swaps, or are otherwise consistent with the Company’s Treasury Policy Manual (with the exception of swaptions); (ix) that is a partysettlement, co-existence agreement pertaining to any material trademarks, consent or similar agreement and contains any material continuing obligations of the Company or any of the Company Subsidiaries; (x) that relates to the acquisition or disposition of any person, business or asset and under which the Company or the Company Subsidiaries have or may have a material obligation or liability; (xi) that relates to any material joint venture, partnership or other similar agreement; or (xii) which the Company or any of the Company Subsidiaries (A) grants any license or other rights under any material Intellectual Property owned by the Company or any of the Company Subsidiaries, excluding any license or other rights granted to vendors in the ordinary course of business consistent with past practice, or (B) receives any license or other rights under any Intellectual Property material to the business of the Company or any of the Company Subsidiaries, other than in the ordinary course of business. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares Company Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Company Contract”.” The Company has made available to Parent true, correct and neither First National Bankshares nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation each Company Contract in effect as of the above by any of the other parties thereto which is reasonably likely to havedate hereof. (b) In each case, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First National Bankshares. (b) the Company, (i) Each First National Bankshares each Company Contract is valid and binding on First National Bankshares and/or any the Company or one of its the Company Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares the Company and each of its the Company Subsidiaries has in all material respects have complied with and performed all obligations required to be complied with or performed by any of them to date under each Company Contract, (iii) to the knowledge of the Company, each third-party counterparty to each Company Contract has complied with and performed all obligations required to be complied with and performed by it to date under each First National Bankshares such Company Contract, except where such noncompliance(iv) neither the Company nor any of the Company Subsidiaries has knowledge of, either individually or in has received notice of, (A) any violation of any Company Contract by any of the aggregateother parties thereto or (B) any dispute with any third party to any Company Contract, will not have a Material Adverse Effect on First National Bankshares, and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares the Company or any of its Subsidiaries the Company Subsidiaries, or, to the knowledge of the Company, any other party thereto, of or under any such First National Bankshares Company Contract, except where such default, either individually and (vi) no third-party counterparty to any Company Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Company Contract as a result of the aggregate, will not have a Material Adverse Effect on First National BanksharesPandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares Except as set forth at Section 3.12 of the Catskill Disclosure Schedule, neither Catskill nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares▇▇▇▇, Fifth Third, the Surviving CorporationCatskill, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares Catskill or upon consummation any of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageits Subsidiaries, (viv) with or to a labor union or guild (including any collective bargaining agreement) or (viv) (including any First National Bankshares Stock Option or Stock Plan awardexcept as set forth on Section 3.12(a)(v) of the Catskill Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). First National Bankshares has previously made available to Fifth Third true and correct copies Except as set forth at Section 3.12 of all employment the Catskill Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which First National Bankshares Catskill or any of its Subsidiaries is a party. Section 3.12(a) of the Catskill Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Catskill and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12(a) of the First National Bankshares Catskill Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Catskill Contract”, ," and neither First National Bankshares Catskill nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesCatskill Contract. (b) (i) Each First National Bankshares Catskill Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Catskill and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Catskill Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares Catskill or any of its Subsidiaries under any such First National Bankshares Catskill Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the Washington Banking Disclosure Schedule, as of the date hereof, neither Washington Banking nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the consummation execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesHeritage, Fifth ThirdWashington Banking, the Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee independent contractor thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports), (iv) which materially contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by First National Bankshares Washington Banking or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business in which a bank holding company may lawfully engagebusiness, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild (including any collective bargaining agreement) or guild, (vi) (including any First National Bankshares Stock Option or Stock Plan awardWashington Banking Benefit Plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , (vii) that relates to Fifth Third true the incurrence of indebtedness by Washington Banking or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and correct copies loans from the Federal Home Loan Bank of all employment Seattle and deferred compensation securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Washington Banking or its Subsidiaries, (ix) that involves the payment by Washington Banking or any of its Subsidiaries of more than $100,000 per annum or $250,000 in the aggregate (other than any such contracts which First National Bankshares is are terminable by Washington Banking or any of its Subsidiaries on sixty days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Washington Banking or any of its Subsidiaries to conduct business with a partythird party on an exclusive or preferential basis, or (xi) that provides for contractual indemnification of more than $25,000 to any director, officer, employee or independent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares Washington Banking Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Washington Banking Contract”, ,” and neither First National Bankshares Washington Banking nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthereto. (b) To the knowledge of Washington Banking, (i) Each First National Bankshares each Washington Banking Contract is valid and binding on First National Bankshares and/or any Washington Banking or one of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Washington Banking and each of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each First National Bankshares Washington Banking Contract, except where (iii) each third-party counterparty to each Washington Banking Contract has performed all material obligations required to be performed by it under such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesWashington Banking Contract, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares Washington Banking or any of its Subsidiaries under any such First National Bankshares Washington Banking Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither Except as set forth at Section 3.12 of the Big Sky Disclosure Schedule, neither Big Sky nor First National Bankshares nor any of its Subsidiaries Federal is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Institution Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Sterling, Big Sky, First National BanksharesFederal, Fifth Third, the Surviving Corporation, Sterling Savings Association or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by Big Sky or First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageFederal, (viv) with or to a labor union or guild (including any collective bargaining agreement) or ), (viv) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, (vi) that is material and is not made in the ordinary course of business or pursuant to which Big Sky or First Federal is or may become obligated to invest in or contribute capital to any entity, (vii) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to borrowings of money (or guarantees thereof by Big Sky, or First Federal), other than in the ordinary course of business, or (viii) is a lease or similar arrangement with annual rental payments of $10,000 or more. First National Bankshares has previously made available to Fifth Third true Section 3.12(a) of the Big Sky Disclosure Schedule sets forth true, correct and correct complete copies of all employment employment, consulting and deferred compensation agreements to which Big Sky or First National Bankshares Federal is a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Big Sky Option Plan, constitute a violation of any Laws or give rise to liability to any Option holder. Section 3.12(a) of the Big Sky Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Big Sky. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12(a) of the First National Bankshares Big Sky Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Big Sky Contract”, ," and neither Big Sky nor First National Bankshares nor any of its Subsidiaries knows of, or Federal has received notice of, nor do any executive officers of such entities know of, any violation or imminent violation of the above any Big Sky Contract by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesparty thereto. (b) (i) Each First National Bankshares Big Sky Contract is a valid and binding on First National Bankshares and/or any commitment of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, Big Sky and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries Big Sky and First Federal has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Big Sky Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Big Sky or First National Bankshares or any of its Subsidiaries Federal under any such First National Bankshares Big Sky Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares NCF nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from First National BanksharesNCF, Fifth ThirdSTI, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares ReportsNCF Reports filed prior to the date of this Agreement, (iv) which materially restricts the conduct of any line of business by First National Bankshares NCF or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares NCF has previously made available to Fifth Third STI true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares NCF is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares NCF Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "NCF Contract”", and neither First National Bankshares NCF nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthereto. (b) (i) Each First National Bankshares NCF Contract is valid and binding on First National Bankshares and/or NCF or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares NCF and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares NCF Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares NCF or any of its Subsidiaries under any such First National Bankshares NCF Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Schedule 3.15 of the Northern Illinois Disclosure Schedules, neither Northern Illinois nor any of its Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, ; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from First National BanksharesNorthern Illinois, Fifth ThirdPremier, the Surviving Corporation, GPF or any of their respective Subsidiaries to any officer officer, director or employee thereof, ; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Northern Illinois Reports, ; (iv) which any contract, arrangement, commitment or understanding (whether written or oral)which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, Northern Illinois; (v) any contract, arrangement, commitment or understanding (whether written or oral) with or to a labor union or guild (including any collective bargaining agreement) or ); or (vi) any contract, arrangement, commitment or understanding (whether written or oral), including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares Northern Illinois has previously made available to Fifth Third Premier true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares Northern Illinois is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.15(a), whether or not set forth in the First National Bankshares Northern Illinois Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger AgreementSchedules, is referred to herein as a “First National Bankshares "Northern Illinois Contract”", and neither First National Bankshares Northern Illinois nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havethereto, which, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesNorthern Illinois or GPF. (b) (i) Each First National Bankshares Northern Illinois Contract is valid and binding on First National Bankshares and/or Northern Illinois or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Northern Illinois and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Northern Illinois Contract, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesNorthern Illinois, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares Northern Illinois or any of its Subsidiaries under any such First National Bankshares Northern Illinois Contract, except where any such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesNorthern Illinois or GPF.

Certain Contracts. (a) Neither First National Bankshares Except as Previously Disclosed as a material contract in Item 15 of Diacrin’s Form 10-K for the year ended December 31, 2002 or as set forth in Section 2.13(a) of Diacrin’s Disclosure Letter, neither Diacrin nor any of its Subsidiaries the Diacrin Subsidiary is a party to to, or is bound by any contractby, arrangement, commitment or understanding (whether written or oral) (i) with respect any material contract as defined in Item 601(b)(10) of Regulation S–K of the SEC, (ii) any agreement restricting the geographic scope of its business activities or the business activities in which it may engage in any material respect, (iii) any agreement, indenture or other instrument relating to the employment borrowing of money by Diacrin or the Diacrin Subsidiary or the guarantee by Diacrin or the Diacrin Subsidiary of any directorssuch obligation, officers or employees other than instruments relating to transactions entered into in the ordinary course of business consistent with past practiceand involving less than $50,000 in the aggregate, (iiiv) any agreement, arrangement or commitment with an Affiliate or former Affiliate, (v) any contract, agreement or understanding with a labor union, or (vi) any agreement relating to the grant of rights or licenses in Diacrin Owned Intellectual Property or Diacrin Licensed Intellectual Property, in each case whether written or oral. Each contract, agreement, arrangement or commitment referred to in this Section 2.13(a) is in full force and effect and is enforceable in accordance with its terms. (b) Except as set forth in Section 2.13(b) of the Diacrin Disclosure Letter, neither Diacrin nor the Diacrin Subsidiary nor, to Diacrin’s knowledge, any other party thereto, is in default under any agreement, commitment, arrangement, lease, insurance policy or other instrument whether entered into in the ordinary course of business or otherwise and whether written or oral, and, to Diacrin’s knowledge, there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except for such defaults which, upon individually or in the aggregate, have not had, and are not reasonably likely to have a Material Adverse Effect on Diacrin. Neither Diacrin nor the Diacrin Subsidiary has received notice from any party claiming that a default exists. (c) Neither Diacrin nor the Diacrin Subsidiary is or has been suspended or debarred from bidding on contracts or subcontracts with any Governmental Entity; no such suspension or debarment has been initiated or, to Diacrin’s knowledge, threatened; and the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) not result in any payment (whether of severance pay such suspension or otherwise) becoming due from First National Banksharesdebarment. Neither Diacrin nor the Diacrin Subsidiary has since January 1, Fifth Third1997 been audited or investigated or is now being audited or, to Diacrin’s knowledge, investigated by the U.S. Government Accounting Office, the Surviving CorporationU.S. Department of Justice, the Inspector General of any U.S. Governmental Entity, any similar agencies or instrumentalities of any foreign Governmental Entity, or any prime contractor with a Governmental Entity nor, to Diacrin’s knowledge, has any such audit or investigation been threatened. To Diacrin’s knowledge, there is no valid basis for (i) the suspension or debarment of their respective Subsidiaries to Diacrin or the Diacrin Subsidiary from bidding on contracts or subcontracts with any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) Governmental Entity or (vi) (including any First National Bankshares Stock Option or Stock Plan awardii) any of the benefits of which will be increased, claim pursuant to an audit or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above investigation by any of the other parties thereto which is reasonably likely to have, individually or entities named in the aggregate, a Material Adverse Effect on First National Banksharesforegoing sentence. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 4.14(a) of the IBTX Disclosure Schedule or as filed with any IBTX Reports, as of the date hereof, neither IBTX nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any IBTX Benefit Plan): (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares IBTX or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region; (viii) with or to a labor union or guild (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite IBTX Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on IBTX; (v) (A) that relates to the incurrence of indebtedness by IBTX or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by IBTX or any of its Subsidiaries of, or any similar commitment by IBTX or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of IBTX or its Subsidiaries; (vii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment of more than $2,000,000 per annum (other than any such contracts which are terminable by IBTX or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of IBTX or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which IBTX or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares IBTX Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares IBTX Contract”.” IBTX has made available to TCBI true, correct and complete copies of each IBTX Contract in effect as of the date hereof. (b) (%4) Each IBTX Contract is valid and binding on IBTX or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (%4) IBTX and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each IBTX Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (%4) to the knowledge of IBTX, each third-party counterparty to each IBTX Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such IBTX Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (%4) neither First National Bankshares IBTX nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any IBTX Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, IBTX and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares IBTX or any of its Subsidiaries or, to the knowledge of IBTX, any other party thereto, of or under any such First National Bankshares IBTX Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesIBTX.

Certain Contracts. (a) Neither First National Bankshares Citizens nor any of its Subsidiaries First Citizens Subsidiary is a party to to, is bound or bound by affected by, or receives benefits under (i) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral) (i) with respect to , the employment default of any directorswhich would have a Material Adverse Effect, officers whether or employees other than not made in the ordinary course of business consistent (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including, without limitation, agreements or memoranda of understanding with past practiceregulatory authorities, (ii) whichany agreement, indenture or other instrument, written or oral, relating to the borrowing of money by First Citizens or any First Citizens Subsidiary or the guarantee by First Citizens or any First Citizens Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by First Citizens or any First Citizens Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by First Citizens or any First Citizens Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the consummation or shareholder approval occurrence of a transaction involving First Citizens of the transactions nature contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving CorporationBB&T Option Agreement, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares agreement or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageplan, (v) with written or to a labor union or guild (oral, including any collective bargaining agreement) stock option plan, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, Agreement or the BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement. First National Bankshares has previously made available Each matter Disclosed pursuant to Fifth Third true this Section 3.15(a) is in full force and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding effect as of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesdate hereof. (b) (i) Each Neither First National Bankshares Contract Citizens nor any First Citizens Subsidiary is valid in default under any agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party theretowhether written or oral, and is in full force and effectthere has not occurred any event that, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in with the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Virginia nor any of its Subsidiaries First Virginia Subsidiary is a party to to, is bound or bound by affected by, or receives benefits under (i) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral) (i) with respect to , the employment default of any directorswhich would have a Material Adverse Effect, officers whether or employees other than not made in the ordinary course of business consistent (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), outstanding on the date hereof, or any agreement expressly restricting in any material respect its business activities, including, without limitation, agreements or memoranda of understanding with past practiceregulatory authorities, (ii) whichany agreement, upon indenture or other instrument, written or oral, outstanding on the consummation date hereof, relating to the borrowing of money by First Virginia or shareholder approval any First Virginia Subsidiary or the guarantee by First Virginia or any First Virginia Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the transactions contemplated Closing Date by this Agreement will First Virginia or any First Virginia Subsidiary (either alone without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), where the amount borrowed or guaranteed exceeds $500,000 in the aggregate (iii) any agreement, arrangement or commitment, written or oral, outstanding on the date hereof, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by First Virginia or any First Virginia Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the occurrence of any additional acts or events) result in any payment (whether a transaction involving First Virginia of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporationnature contemplated by this Agreement, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares agreement or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageplan, (v) with written or to a labor union or guild (oral, including any collective bargaining agreement) stock option plans, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contractagreement, arrangement, commitment or understanding commitment, indenture and plan Disclosed pursuant to this Section 3.15(a) is as of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is date hereof valid and binding on First National Bankshares and/or any of Virginia or its Subsidiaries, as applicable, applicable Subsidiary and, to the knowledge of First National BanksharesVirginia, against the other parties thereto. (b) Neither First Virginia nor any First Virginia Subsidiary is in default under any agreement, commitment, arrangement, lease, insurance policy, or other party theretoinstrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and is in full force and effectthere has not occurred any event that, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in with the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or orala) (i) as of the date hereof, with respect to the employment of any directors, officers executive officers, key employees or employees material consultants (other than in the ordinary course oral contracts of business consistent with past practiceemployment at will), (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iiib) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the First National Bankshares Company Reports, (ivc) which materially contains any material non-compete or exclusivity provisions with respect to any business or geographic area in which business is conducted with respect to the Company or any of its Subsidiaries or which restricts the conduct of any line of business by First National Bankshares the Company or upon consummation any of the Merger will materially restrict the ability of the Surviving Corporation to engage in its Subsidiaries or any line of business geographic area in which a bank holding company the Company or any of its Subsidiaries may lawfully engageconduct business or requires exclusive referrals of any business, (vd) with or to a labor union or guild (including any collective bargaining agreement), (e) except as contemplated by Article I hereof or (vias set forth in Section 3.11(d) of the Company Disclosure Schedule (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or (f) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement. First National Bankshares The Company has previously made available to Fifth Third Parent true and correct copies of all employment and deferred compensation agreements with executive officers, key employees or material consultants which are in writing and to which First National Bankshares the Company or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a)3.14, whether or not set forth in Section 3.14 of the First National Bankshares Company Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Company Contract”", and neither First National Bankshares the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthereto. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as disclosed in Section 4.11(a) of the CAVB Disclosure Schedule, neither CAVB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesCAVB, Fifth ThirdPNFP, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares CAVB Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares CAVB or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares CAVB has previously made available to Fifth Third PNFP true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares CAVB is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares CAVB Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "CAVB Contract”", and neither First National Bankshares CAVB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to will have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesCAVB. (b) (i) Each First National Bankshares CAVB Contract is valid and binding on First National Bankshares and/or CAVB or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares CAVB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares CAVB Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesCAVB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares CAVB or any of its Subsidiaries under any such First National Bankshares CAVB Contract, except where such defaultdefault which will, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesCAVB.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 3.14(a) of the Green Dot Disclosure Schedule or as filed with any Green Dot Reports, as of the date hereof, neither Green Dot nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Green Dot Benefit Plan and any contract, arrangement, commitment or understanding solely among Green Dot and any wholly-owned Subsidiaries of Green Dot or solely among wholly owned Subsidiaries of Green Dot: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares Green Dot or any of its Subsidiaries or upon consummation of the Merger Mergers will materially restrict the ability of the Surviving Corporation New CommerceOne or any of its Affiliates to engage in any line of business or in which a bank holding company may lawfully engage, any geographic region (vincluding any exclusivity or exclusive dealing provisions with such an effect); (iii) with or to a labor union or guild with respect to any employees of Green Dot or any its Subsidiaries (including any collective bargaining agreement) or ); (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite Green Dot Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on Green Dot; (v) (A) that relates to the incurrence of indebtedness by Green Dot or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to which First National Bankshares repurchase in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Green Dot or any of its Subsidiaries of, or any similar commitment by Green Dot or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $500,000 or more; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Green Dot or its Subsidiaries; (vii) that is a partyconsulting agreement or data processing, software programming or licensing contract involving the payment by Green Dot or any of its Subsidiaries of more than $10,000,000 per annum (other than any such contracts which are terminable by Green Dot or any of its Subsidiaries on sixty (60) days’ or less notice without any required payment or other conditions, other than the condition of notice); (viii) any lease, sublease, license and other agreement under which Green Dot or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property pursuant to which the annual amount payable by Green Dot or any of its Subsidiaries is more than $2,000,000; (ix) that is a settlement, consent or similar agreement and contains any material continuing obligations of Green Dot or any of its Subsidiaries; or (x) that relates to the acquisition or disposition of any person, business or asset and under which Green Dot or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares Green Dot Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Green Dot Contract”.” Green Dot has made available to CommerceOne true, correct and complete copies of each Green Dot Contract in effect as of the date hereof. (i) Each Green Dot Contract is valid and binding on Green Dot or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Green Dot, (ii) Green Dot and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Green Dot Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Green Dot, (iii) to the knowledge of Green Dot, each third-party counterparty to each Green Dot Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such Green Dot Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Green Dot, (iv) neither First National Bankshares Green Dot nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any Green Dot Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, Green Dot and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares Green Dot or any of its Subsidiaries or, to the knowledge of Green Dot, any other party thereto, of or under any such First National Bankshares Green Dot Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesGreen Dot.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Schedule 4.15 of the Premier Disclosure Schedules, neither Premier nor any of its Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, ; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from First National BanksharesPremier, Fifth ThirdNorthern Illinois, the Surviving CorporationGPF, or any of their respective Subsidiaries to any officer officer, director or employee thereof, ; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Premier Reports, ; (iv) any contract, arrangement, commitment or understanding (whether written or oral) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, Premier; (v) any contract, arrangement, commitment or understanding (whether written or oral) with or to a labor union or guild (including any collective bargaining agreement) or ); or (vi) any contract, arrangement, commitment or understanding (whether written or oral), including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares Premier has previously made available to Fifth Third Northern Illinois true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares Premier is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a4.15(a), whether or not set forth in the First National Bankshares Premier Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger AgreementSchedules, is referred to herein as a “First National Bankshares "Premier Contract”", and neither First National Bankshares Premier nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Lycos nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder stockholder approval of the transactions contemplated by this Agreement Transactions will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, Lycos or Newco or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Lycos Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares Lycos or upon consummation of the Merger Transactions will materially restrict the ability of the Surviving Corporation Newco to engage in any line of business in which a bank holding company may lawfully engagebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder stockholder approval or the consummation of any of the transactions contemplated by this AgreementTransactions, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares Lycos has previously made or promptly following the date hereof will make available to Fifth Third TMCS true and correct copies of all material employment and deferred compensation agreements which are in writing and to which First National Bankshares Lycos is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a6.14(a), whether or not set forth in the First National Bankshares Lycos Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Lycos Contract”, ," and neither First National Bankshares Lycos nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to will have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesLycos. (b) (i) Each First National Bankshares Lycos Contract is valid and binding on First National Bankshares and/or Lycos or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Lycos and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Lycos Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesLycos, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares Lycos or any of its Subsidiaries under any such First National Bankshares Lycos Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesLycos.

Certain Contracts. (a) Neither First National Bankshares nor any 4.13.1. Except as disclosed on Section 4.13.1 of its Subsidiaries the Old Forge Disclosure Schedule, Old Forge is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees consultants, other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon the execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from First National BanksharesPenseco, Fifth ThirdOld Forge, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or Old Forge or, to the knowledge of Old Forge, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) or (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or Stock Plan award) benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to , or (vi) which First National Bankshares is a partyotherwise material. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a)4.13.1, whether or not set forth in the First National Bankshares Old Forge Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares an "Old Forge Contract”," and Old Forge does not know of, and neither First National Bankshares nor any of its Subsidiaries knows of, or has not received notice of, any material violation of the above any Old Forge Contract by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesthereto. (b) (i) Each First National Bankshares Old Forge Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, Old Forge and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries Old Forge has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, Old Forge Contract and (iii) except as set forth on Section 4.13.2 of the Old Forge Disclosure Schedule, no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares or any of its Subsidiaries Old Forge under any such First National Bankshares Old Forge Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares nor any Except as set forth at Section 3.12(a) of its Subsidiaries the Maritime Bank Disclosure Schedule, Maritime Bank is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers officers, employees or employees other than in the ordinary course of business consistent with past practiceconsultants, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesWebster, Fifth ThirdMaritime Bank, Webster Bank, the Surviving Corporation, Bank or any of their respective ▇▇▇▇▇▇▇'s Subsidiaries to any ▇▇▇ ▇irector, officer or employee thereofthere▇▇, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv▇▇▇) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageMaritime Bank, (viv) with or to a labor union or guild (including any collective bargaining agreement) or (viv) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement. First National Bankshares Maritime Bank has previously made available delivered to Fifth Third true Webster true, correct and correct complete copies of all employment employment, c▇▇▇▇▇▇▇ng and deferred compensation agreements to which First National Bankshares Maritime Bank is a party. Section 3.12(a) of the Maritime Bank Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Maritime Bank. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 4.14(a3.12(a), whether or not set forth in Section 3.12(a) of the First National Bankshares Maritime Bank Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "Maritime Bank Contract”," and Maritime Bank has not received notice of, and neither First National Bankshares nor do any of its Subsidiaries knows of, or has received notice executive officers know of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesMaritime Bank Contract. (b) (i) Each First National Bankshares Maritime Bank Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries Maritime Bank has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Maritime Bank Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares or any of its Subsidiaries Maritime Bank under any such First National Bankshares Maritime Bank Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as disclosed in Section 4.14(a) of the Target Disclosure Schedule, neither Target nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesTarget, Fifth ThirdAcquiror, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Target Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares Target or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) or ), (vi) (including any First National Bankshares Stock Option stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or (vii) involves a lease or sublease of real property for a term longer than one year. First National Bankshares Target has previously made available to Fifth Third Acquiror true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares Target is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Target Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Target Contract”, and neither First National Bankshares Target nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to will have, individually or in the aggregate, a Material Adverse Effect on First National BanksharesTarget. (b) (i) Each First National Bankshares Target Contract is valid and binding on First National Bankshares and/or Target or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares Target and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Target Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesTarget, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First National Bankshares Target or any of its Subsidiaries under any such First National Bankshares Target Contract, except where such defaultdefault will not, either individually or in the aggregate, will not have a Material Adverse Effect on First National BanksharesTarget.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in Section 4.14(a) of the BancorpSouth Disclosure Schedule or as filed with any BancorpSouth Reports, as of the date hereof, neither BancorpSouth nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any BancorpSouth Benefit Plan: (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, ); (ivii) which contains a provision that materially restricts the conduct of any line of business by First National Bankshares BancorpSouth or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation Entity or any of its affiliates to engage in any line of business or in any geographic region; (iii) which is a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement) agreement or similar agreement with any labor organization; (vi) (including any First National Bankshares Stock Option or Stock Plan awardiv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any shareholder approval the execution and delivery of this Agreement, receipt of the Requisite BancorpSouth Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available , where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to Fifth Third true have a Material Adverse Effect on BancorpSouth; (v) (A) that relates to the incurrence of indebtedness by BancorpSouth or any of its Subsidiaries, including any sale and correct copies of all employment leaseback transactions, capitalized leases and deferred compensation other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by BancorpSouth or any of its Subsidiaries of, or any similar commitment by BancorpSouth or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any BancorpSouth Report(s) filed since January 1, 2021 or entered into in the ordinary course of business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of BancorpSouth or its Subsidiaries, taken as a whole; (vii) which First National Bankshares creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by BancorpSouth or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than with respect to indebtedness disclosed in any BancorpSouth Report(s) filed since January 1, 2021 or leases or other agreements entered into in the ordinary course of business; (viii) that is a partysettlement, consent or similar agreement and contains any material continuing obligations of BancorpSouth or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which BancorpSouth or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares BancorpSouth Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares BancorpSouth Contract”.” BancorpSouth has made available to Cadence true, correct and complete copies of each BancorpSouth Contract in effect as of the date hereof. (i) Each BancorpSouth Contract is valid and binding on BancorpSouth or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BancorpSouth, (ii) BancorpSouth and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each BancorpSouth Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BancorpSouth, (iii) to the knowledge of BancorpSouth, each third-party counterparty to each BancorpSouth Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such BancorpSouth Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BancorpSouth, (iv) neither First National Bankshares BancorpSouth nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of the above any BancorpSouth Contract by any of the other parties thereto which is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effectBancorpSouth, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First National Bankshares BancorpSouth or any of its Subsidiaries or, to the knowledge of BancorpSouth, any other party thereto, of or under any such First National Bankshares BancorpSouth Contract, except where such breach or default, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on First National BanksharesBancorpSouth and (vi) no third-party counterparty to any BancorpSouth Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Cadence Contract as a result of a Pandemic or the Pandemic Measures.

Certain Contracts. (a) Neither First National Bankshares CB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National BanksharesCB, Fifth ThirdPinnacle, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares CB Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageCB, (v) with or to a labor union or guild (including any collective bargaining agreement) or (vi) (including any First National Bankshares Stock Option CB Benefit Plan, stock option plan, stock appreciation rights plan, restricted stock plan or Stock Plan awardstock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares CB has previously made available to Fifth Third Pinnacle true and correct copies of all employment and deferred compensation agreements which are in writing and to which First National Bankshares CB is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares CB Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares "CB Contract”", and neither First National Bankshares CB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to havewhich, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesCB. (b) (i) Each First National Bankshares CB Contract is valid and binding on First National Bankshares and/or CB or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) First National Bankshares CB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares CB Contract, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesCB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares CB or any of its Subsidiaries under any such First National Bankshares CB Contract, except where such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesCB.

Certain Contracts. (a) Neither First National Bankshares FirstSpartan nor any of its Subsidiaries FirstSpartan Subsidiary is a party to to, is bound or bound by affected by, or receives benefits under (i) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral) (i) with respect to , the employment default of any directorswhich would have a Material Adverse Effect, officers whether or employees other than not made in the ordinary course of business consistent (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including, without limitation, agreements or memoranda of understanding with past practiceregulatory authorities, (ii) whichany agreement, indenture or other instrument, written or oral, relating to the borrowing of money by FirstSpartan or any FirstSpartan Subsidiary or the guarantee by FirstSpartan or any FirstSpartan Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by FirstSpartan or any FirstSpartan Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by FirstSpartan or any FirstSpartan Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the consummation or shareholder approval occurrence of a transaction involving FirstSpartan of the transactions nature contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First National Bankshares, Fifth Third, the Surviving CorporationBB&T Option Agreement, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares agreement or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageplan, (v) with written or to a labor union or guild (oral, including any collective bargaining agreement) stock option plans, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, Agreement or the BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement. First National Bankshares has previously made available Each matter Disclosed pursuant to Fifth Third true this Section 3.15(a) is in full force and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a party. Each contract, arrangement, commitment or understanding effect as of the type described in this Section 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares Contract”, and neither First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Banksharesdate hereof. (b) (i) Each First National Bankshares Contract Neither FirstSpartan nor any FirstSpartan Subsidiary is valid in default under any agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the knowledge of First National Bankshares, any other party theretowhether written or oral, and is in full force and effectthere has not occurred any event that, (ii) First National Bankshares and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares Contract, except where such noncompliance, either individually or in with the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material default on the part of First National Bankshares or any of its Subsidiaries under any such First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither First National Bankshares Except as set forth in SCHEDULE 3.14(A) of the HBE Disclosure Schedules, neither HBE nor any of its Subsidiaries the HBE Bank is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment or compensation of any directors, officers or employees other than in the ordinary course of business consistent with past practice, employees; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from First National BanksharesHBE, Fifth ThirdSFS, the Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director or employee thereof, thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) which is a “material any contract” , arrangement, commitment or understanding (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed whether written or incorporated by reference in the First National Bankshares Reports, (ivoral) which materially restricts the conduct of any line of business by First National Bankshares HBE; or (iv) any contract, arrangement, commitment or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engageunderstanding (whether written or oral), (v) with or to a labor union or guild (including any collective bargaining agreement) stock option plan, stock appreciation rights plan, restricted stock plan or (vi) (including any First National Bankshares Stock Option or Stock Plan award) stock purchase plan, any of the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger. First National Bankshares HBE has previously made available to Fifth Third SFS true and correct copies of all employment and deferred compensation agreements arrangements which are in writing and to which First National Bankshares HBE or the HBE Bank is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “First National Bankshares an "HBE Contract”, ," and neither First National Bankshares HBE nor any of its Subsidiaries the HBE Bank knows of, or has received notice of, any violation of the above any HBE Contract by any of the other parties thereto which is reasonably likely to havethereto, which, individually or in the aggregate, would have a Material Adverse Effect on First National BanksharesHBE. (b) (i) Each First National Bankshares HBE Contract is valid and binding on First National Bankshares and/or any of its SubsidiariesHBE or the HBE Bank, as applicable, and, to the knowledge of First National Bankshares, any other party theretocase may be, and is in full force and effect, (ii) First National Bankshares and each of its Subsidiaries HBE and the HBE Bank has in all material respects performed all obligations required to be performed by it to date under each First National Bankshares ContractHBE Contract to which it is a party, except where such noncompliance, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesHBE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of First National Bankshares HBE or any of its Subsidiaries the HBE Bank under any such First National Bankshares HBE Contract, except where any such default, either individually or in the aggregate, will would not have a Material Adverse Effect on First National BanksharesHBE.