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

Exemption from Liability Under Section 16(b). Fifth Third and First National Bankshares agree that, in order to most effectively compensate and retain First National Bankshares Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that First National Bankshares Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares Common Stock and First National Bankshares Stock Options into shares of and options for Fifth Third Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.13. Assuming that First National Bankshares delivers to Fifth Third the Section 16 Information (as defined below) in a timely fashion, the Board of Directors of Fifth Third, 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 adopt a resolution providing that the receipt by First National Bankshares Insiders of Fifth Third Common Stock in exchange for shares of First National Bankshares Common Stock, and of options for Fifth Third Common Stock upon conversion of options for First National Bankshares Common Stock, in each case pursuant to the transactions contemplated by this Agreement 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. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in the Merger, and the number and description of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares 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). Fifth Third Old National and First National Bankshares Midwest agree that, in order to most effectively compensate and retain First National Bankshares Insiders (as defined below) in connection with the MergerMidwest Section 16 Individuals, both prior to and after the Effective Time, it is desirable that First National Bankshares Insiders Midwest Section 16 Individuals not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares Midwest Common Stock, First Midwest Preferred Stock and First Midwest Equity Awards into Old National Bankshares Common Stock, New Old National Preferred Stock Options into shares of and options for Fifth Third Common Stock or Old National Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.19. Assuming that First Midwest shall deliver to Old National Bankshares delivers in a reasonably timely fashion prior to Fifth Third the Effective Time accurate information regarding those officers and directors of First Midwest subject to the reporting requirements of Section 16(a) of the Exchange Act (the “First Midwest Section 16 Information (as defined below) in a timely fashionIndividuals”), and the Board of Directors of Fifth ThirdOld National and of First Midwest, 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 adopt a resolution providing that reasonably promptly thereafter, and in any event prior to the receipt by First National Bankshares Insiders of Fifth Third Common Stock Effective Time, take all such steps as may be required to cause (in exchange for shares the case of First National Bankshares Midwest) any dispositions of First Midwest Common Stock, First Midwest Preferred Stock or First Midwest Equity Awards by the First Midwest Section 16 Individuals, and (in the case of options for Fifth Third Common Stock upon conversion Old National) any acquisitions of options for First Old National Bankshares Common Stock, in each case pursuant to the transactions contemplated New Old National Preferred Stock, or Old National Equity Awards by this Agreement and to the extent such securities are listed in the any First Midwest Section 16 InformationIndividuals who, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Fifth Third NewBridge and First National Bankshares Yadkin agree that, in order to most effectively compensate and retain First National Bankshares NewBridge Insiders (as defined below) in connection with the Merger), both prior to and after the Effective Time, it is desirable that First National Bankshares NewBridge Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares NewBridge Common Stock and First National Bankshares Stock Options into shares of and options for Fifth Third Common Stock NewBridge Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.17. Assuming that First National Bankshares NewBridge delivers to Fifth Third Yadkin in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of NewBridge subject to the reporting requirements of Section 16 Information (as defined belowa) in a timely fashionof the Exchange Act (the “NewBridge Insiders”), the Board of Directors of Fifth ThirdYadkin and of NewBridge, 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 adopt a resolution providing that reasonably promptly thereafter, and in any event prior to the receipt by First National Bankshares Insiders Effective Time, take all such steps as may be required to cause (in the case of Fifth Third NewBridge) any dispositions of NewBridge Common Stock in exchange for shares of First National Bankshares Common Stockor NewBridge Equity Awards by the NewBridge Insiders, and (in the case of options for Fifth Third Yadkin) any acquisitions of Yadkin Common Stock upon conversion of options for First National Bankshares Common Stockby any NewBridge Insiders who, in each case pursuant to the transactions contemplated by this Agreement 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. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Fifth Third IBKC and First National Bankshares Horizon agree that, in order to most effectively compensate and retain First National Bankshares Insiders (as defined below) in connection with the MergerIBKC Insiders, both prior to and after the Effective Time, it is desirable that First National Bankshares IBKC Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares IBKC Common Stock and First National Bankshares IBKC Preferred Stock Options and IBKC PSU Awards into shares of and options for Fifth Third First Horizon Common Stock and New First Horizon Preferred Stock in the Merger and the conversion of IBKC Equity Awards into corresponding First Horizon Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.22. Assuming that IBKC shall deliver to First National Bankshares delivers to Fifth Third the Section 16 Information (as defined below) Horizon in a reasonably timely fashionfashion prior to the Effective Time accurate information regarding those officers and directors of IBKC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “IBKC Insiders”), and the Board of Directors of Fifth ThirdFirst Horizon and of IBKC, 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 adopt a resolution providing that reasonably promptly thereafter, and in any event prior to the receipt by First National Bankshares Insiders Effective Time, take all such steps as may be required to cause (in the case of Fifth Third Common Stock in exchange for shares IBKC) any dispositions of First National Bankshares IBKC Common Stock, IBKC Preferred Stock or IBKC Equity Awards by the IBKC Insiders, and (in the case of options for Fifth Third Common Stock upon conversion First Horizon) any acquisitions of options for First National Bankshares Horizon Common Stock, in each case pursuant to the transactions contemplated New First Horizon Preferred Stock, or First Horizon Equity Awards by this Agreement and to the extent such securities are listed in the Section 16 Informationany IBKC Insiders who, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Fifth Third Webster and First National Bankshares Sterling agree that, in order to most effectively compensate and retain First National Bankshares Insiders (as defined below) in connection with the MergerSterling Insiders, both prior to and after the Effective Time, it is desirable that First National Bankshares Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares Sterling Common Stock, Sterling Series A Preferred Stock and First National Bankshares Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock Options into shares of and options for Fifth Third Common Stock or Wxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.19. Assuming that First National Bankshares delivers Sterling shall deliver to Fifth Third the Section 16 Information (as defined below) Webster in a reasonably timely fashionfashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Fifth ThirdWebster and of Sterling, 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 adopt a resolution providing that reasonably promptly thereafter, and in any event prior to the receipt by First National Bankshares Insiders Effective Time, take all such steps as may be required to cause (in the case of Fifth Third Common Stock in exchange for shares Sterling) any dispositions of First National Bankshares Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case of options for Fifth Third Common Stock upon conversion Webster) any acquisitions of options for First National Bankshares Webster Common Stock, in each case pursuant to the transactions contemplated New Webster Preferred Stock, or Wxxxxxx Equity Awards by this Agreement and to the extent such securities are listed in the Section 16 Informationany Sterling Insiders who, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Fifth Third FirstMerit and First National Bankshares Huntington agree that, in order to most effectively compensate and retain First National Bankshares Insiders those officers and directors of FirstMerit subject to the reporting requirements of Section 16(a) of the Exchange Act (as defined below) in connection with the Merger“FirstMerit Insiders”), both prior to and after the Effective Time, it is desirable that First National Bankshares FirstMerit Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares FirstMerit Common Stock and First National Bankshares Stock Options into shares of FirstMerit Equity Awards in the Merger and options for Fifth Third Common FirstMerit Preferred Stock in the Second Step Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.18. Assuming that First National Bankshares delivers to Fifth Third the Section 16 Information (as defined below) in a timely fashion, the Board The Boards of Directors of Fifth ThirdHuntington and of FirstMerit, 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 adopt a resolution providing that reasonably promptly after the receipt by First National Bankshares Insiders date of Fifth Third this Agreement, and in any event prior to (i) the Effective Time, take all such steps as may be necessary or appropriate to cause (x) any dispositions of FirstMerit Common Stock in exchange for shares or FirstMerit Equity Awards and (y) any acquisitions of First National Bankshares Common Stock, and of options for Fifth Third Huntington Common Stock upon conversion and (ii) the Second Effective Time, take all such steps as may be necessary or appropriate to cause (x) any dispositions of options for First National Bankshares Common FirstMerit Preferred Stock and (y) any acquisitions of New Huntington Preferred Stock, in each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Informationby any FirstMerit Insiders who, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of Huntington or of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Surviving Company subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Fifth Third The Company and First National Bankshares Parent agree that, in order to most effectively compensate and retain First National Bankshares Company Insiders (as defined below) in connection with the MergerMergers, both prior to and after the Effective Time, it is desirable that First National Bankshares Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of First National Bankshares Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs into Parent Common Stock and First National Bankshares Stock Options into shares of Parent options, restricted shares, performance stock units and options for Fifth Third Common Stock restricted stock units, as the case may be, in the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.135.15. Assuming that First National Bankshares the Company delivers to Fifth Third the Section 16 Information (as defined below) Parent in a reasonably timely fashionfashion prior to the Effective Time accurate information regarding those officers and directors of the Company who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), the Board number of Directors shares of Fifth ThirdCompany Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs held by each such Company Insider expected to be exchanged in the Mergers, Parent Board, 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, and in any event prior to the Effective Time, adopt a resolution providing in substance that the receipt by First National Bankshares the Company Insiders of Fifth Third Parent Common Stock Stock, Parent options, and Parent restricted stock units, deferred stock units and phantom units, in exchange for shares of First National Bankshares Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and of options for Fifth Third Common Stock upon conversion of options for First National Bankshares Common StockCompany RSUs, in each case pursuant to the transactions contemplated by this Agreement Agreement, are approved by Parent Board or by such committee thereof, 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) of the Exchange Act to the fullest extent permitted by applicable Law. Prior to the Effective Time, the Company shall take all actions necessary or appropriate to ensure that the dispositions of equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by any officer or director of the Company who is subject to Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in the Merger, and the number and description of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares 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). Fifth Third SunTrust and First National Bankshares BB&T agree that, in order to most effectively compensate and retain First National Bankshares Insiders (as defined below) in connection with the MergerSunTrust Insiders, both prior to and after the Effective Time, it is desirable that First National Bankshares SunTrust Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares SunTrust Common Stock and First National Bankshares SunTrust Preferred Stock Options and SunTrust PSU Awards into shares of and options for Fifth Third BB&T Common Stock and New BB&T Common Stock in the Merger and the conversion of SunTrust Equity Awards into corresponding BB&T Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.20. Assuming that First National Bankshares delivers SunTrust shall deliver to Fifth Third the Section 16 Information (as defined below) BB&T in a reasonably timely fashionfashion prior to the Effective Time accurate information regarding those officers and directors of SunTrust subject to the reporting requirements of Section 16(a) of the Exchange Act (the “SunTrust Insiders”), and the Board of Directors of Fifth ThirdBB&T and of SunTrust, 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 adopt a resolution providing that reasonably promptly thereafter, and in any event prior to the receipt by First National Bankshares Insiders Effective Time, take all such steps as may be required to cause (in the case of Fifth Third Common Stock in exchange for shares SunTrust) any dispositions of First National Bankshares SunTrust Common Stock, SunTrust Preferred Stock or SunTrust Equity Awards by the SunTrust Insiders, and (in the case of options for Fifth Third Common Stock upon conversion BB&T) any acquisitions of options for First National Bankshares BB&T Common Stock, in each case pursuant to the transactions contemplated New BB&T Preferred Stock, or BB&T Equity Awards by this Agreement and to the extent such securities are listed in the Section 16 Informationany SunTrust Insiders who, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Fifth Third Regions and First National Bankshares AmSouth agree that, in order to most effectively compensate and retain First National Bankshares AmSouth Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that First National Bankshares AmSouth Insiders not be subject to a risk of liability under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of First National Bankshares AmSouth Common Stock and First National Bankshares Stock Options into shares of and options for Fifth Third Regions Common Stock in the Merger and the conversion of AmSouth Stock Options and AmSouth Stock-Based Awards into Regions Stock Options or Regions Stock-Based Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.134.13. Assuming that First National Bankshares AmSouth delivers to Fifth Third the Section 16 Information (as defined below) Regions in a reasonably timely fashionfashion prior to the Effective Time accurate information regarding those officers and directors of AmSouth subject to the reporting requirements of Section 16(a) of the 1934 Act (the “AmSouth Insiders”), the number of shares of AmSouth Common Stock to be held by each such AmSouth Insider expected to be exchanged for Regions Common Stock in the Merger, and the number and description of AmSouth Stock Options and AmSouth Stock-Based Awards held by each such AmSouth Insider and expected to be converted into Regions Stock Options or Regions Stock-Based Awards, the Board of Directors of Fifth ThirdRegions, 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 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, adopt a resolution providing in substance that the receipt by First National Bankshares the AmSouth Insiders of Fifth Third Regions Common Stock in exchange for shares of First National Bankshares AmSouth Common Stock, and of options for Fifth Third Common Regions Stock Options upon conversion of options for First National Bankshares Common AmSouth Stock Options, or Regions Stock-Based Awards upon conversion of AmSouth Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement Agreement, are approved by such Board of Directors or by such committee thereof, and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability Liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in the Merger, and the number and description of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are subject 1934 Act to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Informationfullest extent permitted by applicable Law.

Exemption from Liability Under Section 16(b). Fifth Third Hexcel and First National Bankshares Woodward agree that, in order to most effectively compensate and retain First National Bankshares Insiders the officers and directors of Hexcel subject to the reporting requirements of Section 16(a) of the Exchange Act (as defined below) in connection with the Merger“Hexcel Insiders”), both prior to and after the Effective Time, it is desirable that First National Bankshares Hexcel Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of First National Bankshares Hexcel Common Stock and First National Bankshares Stock Options into shares of and options for Fifth Third Woodward Common Stock in the Merger and the conversion of Hexcel Equity Awards into corresponding Woodward Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.18. Assuming that First National Bankshares delivers Hexcel shall deliver to Fifth Third the Section 16 Information (as defined below) Woodward in a reasonably timely fashionfashion prior to the Effective Time accurate information regarding the Hexcel Insiders, and the Board Boards of Directors of Fifth ThirdHexcel, Woodward, and the Combined Company, as applicable, 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 adopt a resolution providing that reasonably promptly thereafter, and in any event prior to the receipt by First National Bankshares Insiders Effective Time, take all such steps as may be required to cause (in the case of Fifth Third Hexcel) any dispositions of Hexcel Common Stock in exchange for shares of First National Bankshares Common Stockor Hexcel Equity Awards by the Hexcel Insiders, and (in the case of options for Fifth Third Woodward) any acquisitions of Woodward Common Stock upon conversion of options for First National Bankshares Common Stockor Woodward Equity Awards by any Hexcel Insiders who, in each case pursuant to the transactions contemplated by this Agreement 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. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Combined Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable Law.

Exemption from Liability Under Section 16(b). Fifth Third TCBI and First National Bankshares IBTX agree that, in order to most effectively compensate and retain First National Bankshares Insiders (as defined below) in connection with the MergerTCBI Insiders, both prior to and after the Effective Time, it is desirable that First National Bankshares TCBI Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of First National Bankshares TCBI Common Stock and First National Bankshares TCBI Preferred Stock Options into shares of IBTX Common Stock and options for Fifth Third Common New IBTX Preferred Stock in the MergerMerger and the conversion of TCBI Equity Awards into corresponding IBTX Equity Awards in the Merger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.136.18. Assuming that First National Bankshares delivers TCBI shall deliver to Fifth Third the Section 16 Information (as defined below) IBTX in a reasonably timely fashionfashion prior to the Effective Time accurate information regarding those officers and directors of TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI Insiders”), and the Board of Directors of Fifth ThirdIBTX and of TCBI, 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 adopt a resolution providing that reasonably promptly thereafter, and in any event prior to the receipt by First National Bankshares Insiders Effective Time, take all such steps as may be required to cause (in the case of Fifth Third Common Stock in exchange for shares TCBI) any dispositions of First National Bankshares TCBI Common Stock, TCBI Preferred Stock or TCBI Equity Awards by the TCBI Insiders, and (in the case of options for Fifth Third Common Stock upon conversion IBTX) any acquisitions of options for First National Bankshares IBTX Common Stock, in each case pursuant to the transactions contemplated New IBTX Preferred Stock, or IBTX Equity Awards by this Agreement and to the extent such securities are listed in the Section 16 Informationany TCBI Insiders who, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in immediately following the Merger, and the number and description will be officers or directors of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers and directors of First National Bankshares who are Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act and who are listed in to the Section 16 Informationfullest extent permitted by applicable law.