Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Assuming that Mercantile delivers to Firstar the Section 16 Information in a timely fashion prior to the Effective Time, the Board of Directors of Firstar, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Mercantile Insiders of Firstar Common Stock in exchange for shares of Mercantile Common Stock, and of options to purchase shares of Firstar Common Stock upon conversion of options to purchase shares of Mercantile Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. "Section 16 Information" shall mean information accurate in all respects regarding the Mercantile Insiders, the number of shares of Mercantile Common Stock held by each such Mercantile Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the options to purchase shares of Mercantile Common Stock held by each such Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the Merger. "Mercantile Insiders" shall mean those officers and directors of Mercantile who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Mercantile Providian delivers to Firstar Washington Mutual the Section 16 Information (as defined below) reasonably in a timely fashion prior to advance of the Effective Time, the Board of Directors of FirstarWashington Mutual, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Mercantile Providian Insiders (as defined below) of Firstar Washington Mutual Common Stock in exchange for shares of Mercantile Providian Common Stock, and of options to purchase shares of Firstar Washington Mutual Common Stock upon conversion of options to purchase shares of Mercantile Common StockProvidian Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 InformationInformation provided by Providian to Washington Mutual prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. "“Section 16 Information" ” shall mean information accurate in all respects regarding the Mercantile Providian Insiders, the number of shares of Mercantile Providian Common Stock held by each such Mercantile Providian Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the options to purchase shares of Mercantile Common Stock Providian Options held by each such Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the MergerProvidian Insider. "Mercantile “Providian Insiders" ” shall mean those officers and directors of Mercantile Providian who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Mercantile Maxtor delivers to Firstar Seagate the Section 16 Information (as defined below) reasonably in a timely fashion prior to advance of the Effective Time, the Board of Directors of FirstarSeagate, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Mercantile Maxtor Insiders (as defined below) of Firstar Seagate Common Stock in exchange for shares of Mercantile Maxtor Common Stock, and of options to purchase shares of Firstar and other rights to receive Seagate Common Stock upon conversion of options to purchase shares of Mercantile Common StockMaxtor Options and Maxtor RSUs, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 InformationInformation provided by Maxtor to Seagate prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. "“Section 16 Information" ” shall mean information accurate in all relevant respects regarding the Mercantile Maxtor Insiders, the number of shares of Mercantile Maxtor Common Stock held by each such Mercantile Maxtor Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the options to purchase shares of Mercantile Common Stock Maxtor Options and Maxtor RSUs held by each such Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the MergerMaxtor Insider. "Mercantile “Maxtor Insiders" ” shall mean those officers and directors of Mercantile Maxtor who are after consummation of the Merger will be subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Mercantile ICBC delivers to Firstar Sovereign the Section 16 Information (as defined below) reasonably in a timely fashion prior to advance of the Effective Time, the Board board of Directors directors of FirstarSovereign, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Mercantile ICBC Insiders (as defined below) of Firstar Sovereign Common Stock in exchange for shares of Mercantile ICBC Common Stock, of restricted stock units on Sovereign Common Stock in exchange for RSUs and of options to purchase shares of Firstar Sovereign Common Stock upon conversion of options to purchase shares of Mercantile Common StockOptions, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 InformationInformation provided by ICBC to Sovereign prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. "“Section 16 Information" ” shall mean information accurate in all respects regarding the Mercantile ICBC Insiders, the number of shares of Mercantile ICBC Common Stock held by each such Mercantile ICBC Insider, the number and description of the RSUs held by each such ICBC Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the options to purchase shares of Mercantile Common Stock Options held by each such Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the MergerICBC Insider. "Mercantile Insiders" shall “ICBC Insiders”shall mean those officers and directors of Mercantile ICBC who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Mercantile SIB delivers to Firstar ICBC the Section 16 Information (as defined below) reasonably in a timely fashion prior to advance of the Effective Time, the Board of Directors of FirstarICBC, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Mercantile SIB Insiders (as defined below) of Firstar ICBC Common Stock in exchange for shares of Mercantile SIB Common Stock, and of options to purchase shares of Firstar ICBC Common Stock upon conversion of options to purchase shares of Mercantile Common StockSIB Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 InformationInformation provided by SIB to ICBC prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. "Section 16 Information" shall mean information accurate in all respects regarding the Mercantile SIB Insiders, the number of shares of Mercantile SIB Common Stock held by each such Mercantile SIB Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the options to purchase shares of Mercantile Common Stock SIB Options held by each such Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the MergerSIB Insider. "Mercantile SIB Insiders" shall mean those officers and directors of Mercantile SIB who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Mercantile If FNB delivers to Firstar the Section 16 Information LSB in a timely fashion prior to the Effective TimeTime accurate information regarding those officers and directors of FNB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “FNB Insiders”), the number of shares of LSB Common Stock held or to be held by each such FNB Insider expected to be exchanged for LSB Common Stock in the Merger, and the number and description of the options to purchase shares of FNB Common Stock held by each such FNB Insider and expected to be converted into options to purchase LSB Common Stock in the Merger, the Board of Directors of FirstarLSB, or a committee of Non-Employee Directors nonemployee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter thereafter, and in any event prior to the Effective Time Time, adopt a resolution providing that the receipt by the Mercantile FNB Insiders of Firstar LSB Common Stock in exchange for shares of Mercantile FNB Common Stock, and of options option to purchase shares of Firstar LSB Common Stock upon conversion of options to purchase shares of Mercantile FNB Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Informationinformation provided by FNB, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability pursuant to Section 16(b) under of the Exchange Act Act, such that any such receipt shall be so exempt. "Section 16 Information" shall mean information accurate in all respects regarding the Mercantile Insiders, the number of shares of Mercantile Common Stock held by each such Mercantile Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the options to purchase shares of Mercantile Common Stock held by each such Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the Merger. "Mercantile Insiders" shall mean those officers and directors of Mercantile who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section 16(b). Assuming that Mercantile If CCB delivers to Firstar the Section 16 Information NCBC in a timely fashion prior to the Effective TimeTime accurate information regarding those officers and directors of CCB subject to the reporting requirements of Section 16(a) of the Exchange Act (the "CCB Insiders"), the number of shares of CCB Common Stock held or to be held by each such CCB Insider expected to be exchanged for NCBC Common Stock in the Merger, and the number and description of the options to purchase shares of CCB Common Stock held by each such CCB Insider and expected to be converted into options to purchase NCBC Common Stock in the Merger, the Board of Directors of FirstarNCBC, or a committee of Nonnon-Employee Directors employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter thereafter, and in any event prior to the Effective Time Time, adopt a resolution providing that the receipt by the Mercantile CCB Insiders of Firstar NCBC Common Stock in exchange for shares of Mercantile CCB Common Stock, and of options option to purchase shares of Firstar NCBC Common Stock upon conversion of options to purchase shares of Mercantile CCB Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Informationinformation provided by CCB, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability pursuant to Section 16(b) under of the Exchange Act Act, such that any such receipt shall be so exempt. "Section 16 Information" shall mean information accurate in all respects regarding the Mercantile Insiders, the number of shares of Mercantile Common Stock held by each such Mercantile Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the options to purchase shares of Mercantile Common Stock held by each such Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the Merger. "Mercantile Insiders" shall mean those officers and directors of Mercantile who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.