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

Exemption from Liability Under Section 16(b). Discover and Capital One agree that, in order to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, it is desirable that Discover 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 Discover Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover shall deliver to Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the Board of Directors of Capital One and of Discover, 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, take all such steps as may be required to cause (in the case of Discover) any dispositions of Discover Common Stock, Discover Preferred Stock or Discover Equity Awards by the Discover Insiders, and (in the case of Capital One) any acquisitions of Capital One Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be officers or directors of the 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Each of the CBC Board and Capital One agree thatthe SCB Board shall, in order to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, it is desirable that Discover Insiders not take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to a risk the reporting requirements of liability under Section 16(b16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the fullest extent permitted by applicable law in connection with reporting requirements of Section 16(a) of the conversion of shares of Discover Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19Exchange Act. Discover CBC shall deliver to Capital One SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover CBC Insiders”), and the Board of Directors of Capital One SCB and of DiscoverCBC, 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, take all such steps as may be required to cause (in the case of DiscoverCBC) any dispositions of Discover CBC Common Stock, Discover Preferred Stock or Discover CBC Equity Awards by the Discover CBC Insiders, and (in the case of Capital OneSCB) any acquisitions of Capital One SCB Common Stock, New Capital One Preferred Stock, Stock or Capital One SCB Equity Awards by any Discover CBC Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover and Capital One agree that, in order (a) Prior to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, it is desirable (i) assuming that Discover Insiders not be subject aaiPharma delivers to a risk of liability under Holding Company the Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover shall deliver to Capital One 16 Information in a reasonably timely fashion prior to and accurate manner before the Effective Time accurate information regarding those officers and directors of Discover subject to Time, the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the Board of Directors of Capital One and of DiscoverHolding Company Board, or a committee of "non-employee directors directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall reasonably promptly thereafter, and in any event prior to adopt a resolution consistent with the Effective Time, take all such steps as interpretive guidance of the SEC providing that the receipt by the aaiPharma Insiders who may be required to cause a covered Person of Holding Company for purposes of Section 16 of the Exchange Act (together with the rules and regulations promulgated thereunder, "Section 16") of HoldCo Common Stock in the case exchange for shares of Discover) any dispositions of Discover aaiPharma Common Stock, Discover Preferred and of options to purchase shares of HoldCo Common Stock or Discover Equity Awards by the Discover Insiders, and (in the case upon conversion of Capital One) any acquisitions options to purchase shares of Capital One aaiPharma Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are approved by this Agreementthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act, such that any such receipt will be so exempt and (ii) the aaiPharma Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of aaiPharma who is a aaiPharma Insider of shares of aaiPharma Common Stock or aaiPharma Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16. (b) Prior to the fullest Effective Time, (i) assuming that CIMA delivers to Holding Company the Section 16 Information in a timely and accurate manner before the Effective Time, the Holding Company Board, or a committee of "non-employee directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall adopt a resolution consistent with the interpretive guidance of the SEC providing that the receipt by the CIMA Insiders who may be a covered Person of Holding Company for purposes of Section 16 of HoldCo Common Stock in exchange for shares of CIMA Common Stock, and of options to purchase shares of HoldCo Common Stock upon conversion of options to purchase shares of CIMA Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent permitted such securities are listed in the Section 16 Information, are approved by applicable lawthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act, such that any such receipt will be so exempt and (ii) the CIMA Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of CIMA who is a CIMA Insider of shares of CIMA Common Stock or CIMA Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16.

Exemption from Liability Under Section 16(b). Discover The Seller and Capital One the Company agree that, in order to most effectively compensate and retain Discover InsidersInsiders in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover Insiders not be subject to a relieved of the 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 Discover Seller Common Stock, Options, Seller stock-based awards into shares of Company Common Stock and Discover Preferred Stock into Company rollover options and other awards denominated in shares of Capital One Company Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.8. Discover shall deliver Following the delivery to Capital One the Company of the Section 16 Information in a reasonably timely fashion prior to fashion, the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the Board of Directors of Capital One and of DiscoverCompany Board, or a committee of non“Non-employee directors Employee Directors” thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterwill adopt a resolution providing that the receipt by Insiders of Company Common Stock in exchange for or satisfaction of shares of Company Common Stock or Company stock-based awards, and of Company rollover options upon conversion of Options, in any event prior each case, pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. “Section 16 Information” will mean information accurate in all material respects regarding Insiders, the number of Discover) any dispositions shares of Discover Seller Common StockStock held by each such Insider and expected to be exchanged for Company Common Stock in the Merger, Discover Preferred and the number and description of Options and Seller stock-based awards held by each such Insider and expected to be converted into Company rollover options and exchanged for Company Common Stock or Discover Equity Awards by awards denominated therein in connection with the Discover Merger; provided, however, that the requirement for a description of any Options and Seller stock-based awards will be deemed to be satisfied if copies of all Seller stock plans and other Seller benefit plans, and forms of agreements evidencing grants thereunder, under which such Options and Seller stock-based awards, respectively, have been granted to Insiders, have been made available to the Company. “Insiders” will mean those officers and (in the case of Capital One) any acquisitions of Capital One Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be officers or directors of the Surviving Entity Seller who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Discover Old National and Capital One First Midwest agree that, in order to most effectively compensate and retain Discover InsidersFirst Midwest Section 16 Individuals, both prior to and after the Effective Time, it is desirable that Discover Insiders First 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 Discover First Midwest Common Stock, First Midwest Preferred Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover First Midwest Equity Awards into corresponding Capital One Old National Common Stock, New Old National Preferred Stock or Old National Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover First Midwest shall deliver to Capital One Old National in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover First Midwest subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover InsidersFirst Midwest Section 16 Individuals”), and the Board of Directors of Capital One Old National and of DiscoverFirst Midwest, 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, take all such steps as may be required to cause (in the case of DiscoverFirst Midwest) any dispositions of Discover First Midwest Common Stock, Discover First Midwest Preferred Stock or Discover First Midwest Equity Awards by the Discover InsidersFirst Midwest Section 16 Individuals, and (in the case of Capital OneOld National) any acquisitions of Capital One Old National Common Stock, New Capital One Old National Preferred Stock, or Capital One Old National Equity Awards by any Discover Insiders First Midwest Section 16 Individuals who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Berkshire and Capital One Brookline agree that, in order to most effectively compensate and retain Discover Brookline Insiders, both prior to and after the Effective Time, it is desirable that Discover Brookline 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 Discover Brookline Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Brookline Equity Awards into corresponding Capital One Berkshire Common Stock or Berkshire Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.20. Discover Brookline shall deliver to Capital One Berkshire in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Brookline subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Brookline Insiders”), and the Board of Directors of Capital One Berkshire and of DiscoverBrookline, 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, take all such steps as may be required to cause (in the case of DiscoverBrookline) any dispositions of Discover Brookline Common Stock, Discover Preferred Stock or Discover Brookline Equity Awards by the Discover Brookline Insiders, and (in the case of Capital OneBerkshire) any acquisitions of Capital One Berkshire Common Stock, New Capital One Preferred Stock, Stock or Capital One Berkshire Equity Awards by any Discover Brookline Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Webster and Capital One Sterling agree that, in order to most effectively compensate and retain Discover Sterling Insiders, both prior to and after the Effective Time, it is desirable that Discover 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 Discover Sterling Common Stock, Sterling Series A Preferred Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Sterling Equity Awards into corresponding Capital One Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover Sterling shall deliver to Capital One Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Sterling Insiders”), and the Board of Directors of Capital One Webster and of DiscoverSterling, 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, take all such steps as may be required to cause (in the case of DiscoverSterling) any dispositions of Discover Sterling Common Stock, Discover Sterling Series A Preferred Stock or Discover Sterling Equity Awards by the Discover Sterling Insiders, and (in the case of Capital OneWebster) any acquisitions of Capital One Webster Common Stock, New Capital One Webster Preferred Stock, or Capital One Xxxxxxx Equity Awards by any Discover Sterling Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover IBKC and Capital One First Horizon agree that, in order to most effectively compensate and retain Discover IBKC Insiders, both prior to and after the Effective Time, it is desirable that Discover 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 Discover IBKC Common Stock and Discover IBKC Preferred Stock and IBKC PSU Awards into shares of Capital One First Horizon Common Stock and New Capital One First Horizon Preferred Stock in the Mergers Merger and the conversion of Discover IBKC Equity Awards into corresponding Capital One First Horizon Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.22. Discover IBKC shall deliver to Capital One First Horizon in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover IBKC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover IBKC Insiders”), and the Board of Directors of Capital One First Horizon and of DiscoverIBKC, 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, take all such steps as may be required to cause (in the case of DiscoverIBKC) any dispositions of Discover IBKC Common Stock, Discover IBKC Preferred Stock or Discover IBKC Equity Awards by the Discover IBKC Insiders, and (in the case of Capital OneFirst Horizon) any acquisitions of Capital One First Horizon Common Stock, New Capital One First Horizon Preferred Stock, or Capital One First Horizon Equity Awards by any Discover IBKC Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Susquehanna and Capital One Parent agree that, in order to most effectively compensate and retain Discover those officers and directors of Susquehanna subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Susquehanna Insiders”), both prior to and after the Effective Time, it is desirable that Discover Susquehanna 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 Discover Susquehanna Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Susquehanna Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Discover shall deliver to Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the The Board of Directors of Capital One Parent and of DiscoverSusquehanna, 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 thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of Discoveri) any dispositions of Discover Susquehanna Common Stock, Discover Preferred Stock or Discover Susquehanna Equity Awards by the Discover Insiders, and (in the case of Capital Oneii) any acquisitions of Capital One Parent Common StockStock and/or Susquehanna Stock Options exercisable for shares of Parent Common Stock converted at the Effective Time pursuant to Section 1.7(a), New Capital One Preferred Stockin each case, or Capital One Equity Awards pursuant to the transactions contemplated by this Agreement and by any Discover Susquehanna Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover FirstMerit and Capital One Huntington agree that, in order to most effectively compensate and retain Discover those officers and directors of FirstMerit subject to the reporting requirements of Section 16(a) of the Exchange Act (the “FirstMerit Insiders”), both prior to and after the Effective Time, it is desirable that Discover 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 Discover FirstMerit Common Stock and Discover Preferred Stock into shares of Capital One Common Stock FirstMerit Equity Awards in the Merger and New Capital One FirstMerit Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Second Step Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Discover shall deliver to Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the Board The Boards of Directors of Capital One Huntington and of DiscoverFirstMerit, 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 thereafterafter the date of this Agreement, and in any event prior to (i) the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of Discoverx) any dispositions of Discover FirstMerit Common Stock, Discover Preferred Stock or Discover FirstMerit Equity Awards by the Discover Insiders, and (in the case of Capital Oney) any acquisitions of Capital One Huntington Common StockStock and (ii) the Second Effective Time, take all such steps as may be necessary or appropriate to cause (x) any dispositions of FirstMerit Preferred Stock and (y) any acquisitions of New Capital One Huntington Preferred Stock, or Capital One Equity Awards in each case pursuant to the transactions contemplated by this Agreement and by any Discover FirstMerit Insiders who, immediately following the MergersMerger, will be officers or directors of Huntington or of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover SunTrust and Capital One BB&T agree that, in order to most effectively compensate and retain Discover SunTrust Insiders, both prior to and after the Effective Time, it is desirable that Discover 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 Discover SunTrust Common Stock and Discover SunTrust Preferred Stock and SunTrust PSU Awards into shares of Capital One BB&T Common Stock and New Capital One Preferred BB&T Common Stock in the Mergers Merger and the conversion of Discover SunTrust Equity Awards into corresponding Capital One BB&T Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.20. Discover SunTrust shall deliver to Capital One BB&T in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover SunTrust subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover SunTrust Insiders”), and the Board of Directors of Capital One BB&T and of DiscoverSunTrust, 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, take all such steps as may be required to cause (in the case of DiscoverSunTrust) any dispositions of Discover SunTrust Common Stock, Discover SunTrust Preferred Stock or Discover SunTrust Equity Awards by the Discover SunTrust Insiders, and (in the case of Capital OneBB&T) any acquisitions of Capital One BB&T Common Stock, New Capital One BB&T Preferred Stock, or Capital One BB&T Equity Awards by any Discover SunTrust Insiders who, immediately following the MergersMerger, will be officers or directors of the 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover CIT and Capital One BancShares agree that, in order to most effectively compensate and retain Discover CIT Insiders, both prior to and after the Effective Time, it is desirable that Discover CIT 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 Discover CIT Common Stock and Discover CIT Preferred Stock into shares of Capital One BancShares Class A Common Stock and New Capital One BancShares Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Discover CIT shall deliver to Capital One BancShares in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover CIT subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover CIT Insiders”), and the Board of Directors of Capital One BancShares and of DiscoverCIT, 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, take all such steps as may be required to cause (in the case of DiscoverCIT) any dispositions of Discover CIT Common Stock, Discover CIT Preferred Stock or Discover CIT Equity Awards by the Discover CIT Insiders, and (in the case of Capital OneBancShares) any acquisitions of Capital One BancShares Class A Common Stock, Stock or New Capital One BancShares Preferred Stock, or Capital One Equity Awards Stock by any Discover CIT Insiders who, immediately following the Mergerstransactions contemplated by this Agreement, will be officers or directors of the Surviving Entity BancShares 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Webster and Capital One Sterling agree that, in order to most effectively compensate and retain Discover Sterling Insiders, both prior to and after the Effective Time, it is desirable that Discover 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 Discover Sterling Common Stock, Sterling Series A Preferred Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Sterling Equity Awards into corresponding Capital One Webster Common Stock, New Webster Preferred Stock or Wxxxxxx Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover Sterling shall deliver to Capital One Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Sterling Insiders”), and the Board of Directors of Capital One Webster and of DiscoverSterling, 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, take all such steps as may be required to cause (in the case of DiscoverSterling) any dispositions of Discover Sterling Common Stock, Discover Sterling Series A Preferred Stock or Discover Sterling Equity Awards by the Discover Sterling Insiders, and (in the case of Capital OneWebster) any acquisitions of Capital One Webster Common Stock, New Capital One Webster Preferred Stock, or Capital One Wxxxxxx Equity Awards by any Discover Sterling Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Huntington and Capital One Unizan agree that, in order to most effectively compensate and retain Discover InsidersUnizan Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover Unizan 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 Discover Unizan Common Stock and Discover Preferred Unizan Stock Options into shares of Capital One Huntington Common Stock and New Capital One Preferred Assumed Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards Options, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.12. Discover shall deliver Assuming that Unizan delivers to Capital One Huntington the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”)fashion, and the Board of Directors of Capital One and of DiscoverHuntington, 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 adopt a resolution providing that the receipt by Unizan Insiders of Huntington Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Discover) any dispositions of Discover Unizan Common Stock, Discover Preferred and of options on Huntington Common Stock or Discover Equity Awards by the Discover Insiders, and (in the case upon conversion of Capital One) any acquisitions of Capital One options on Unizan Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be officers or directors of the 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 AgreementAgreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act. “Section 16 Information” shall mean information accurate in all material respects regarding Unizan Insiders, the number of shares of Unizan Common Stock held by each such Unizan Insider and expected to be exchanged for Huntington Common Stock in the fullest extent permitted Merger, and the number and description of the options on Unizan Common Stock held by applicable law.each such Unizan Insider and expected to be converted into options on Huntington Common Stock in connection with the

Exemption from Liability Under Section 16(b). Discover William Penn and Capital One Mid Penn agree that, in order to most effectively compensate and retain Discover InsidersWilliam Penn Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Discover William Penn 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 Discover William Penn Common Stock and Discover Preferred Stock into shares of Capital One Mid Penn Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Equity Awards any William Penn Options or William Penn Restricted Stock into corresponding Capital One Equity Awards stock options or shares of restricted stock of Mid Penn in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.198.6. Discover William Penn shall deliver to Capital One Mid Penn in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover William Penn subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover William Penn Insiders”), and the Board of Directors of Capital One William Penn and of DiscoverMid Penn, 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, take all such steps as may be required to cause (in the case of DiscoverWilliam Penn) any dispositions of Discover William Penn Common Stock, Discover Preferred William Penn Options or William Penn Restricted Stock or Discover Equity Awards by the Discover William Penn Insiders, and (in the case of Capital OneMid Penn) any acquisitions of Capital One Mid Penn Common Stock, New Capital One Preferred Stock, Stock or Capital One Equity Awards stock options or shares of restricted stock of Mid Penn by any Discover William Penn Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover The Company and Capital One Parent agree that, in order to most effectively compensate and retain Discover InsidersCompany Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that Discover 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 Discover Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs into Parent Common Stock and Discover Preferred Stock into shares of Capital One Common Stock Parent options, restricted shares, performance stock units and New Capital One Preferred Stock restricted stock units, as the case may be, in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.15. Discover shall deliver Assuming the Company delivers to Capital One Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover the Company who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Company Insiders”), the number of shares of Company 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 Board of Directors of Capital One and of DiscoverMergers, Parent Board, 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, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the Company Insiders of Discover) any dispositions of Discover Parent Common Stock, Discover Preferred Stock or Discover Equity Awards by the Discover InsidersParent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of Capital One) any acquisitions of Capital One exchange for Company Common Stock, New Capital One Preferred StockCompany Stock Options, or Capital One Equity Awards by any Discover Insiders whoCompany Restricted Shares, immediately following the Mergers, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange ActCompany PSUs and Company RSUs, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw. 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.

Exemption from Liability Under Section 16(b). Discover NewBridge and Capital One Yadkin agree that, in order to most effectively compensate and retain Discover InsidersNewBridge Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Discover 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 Discover NewBridge Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One NewBridge Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Discover shall deliver Assuming NewBridge delivers to Capital One Yadkin in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover NewBridge subject to the reporting requirements of Section 16(a16 (a) of the Exchange Act (the “Discover NewBridge Insiders”), and the Board of Directors of Capital One Yadkin and of DiscoverNewBridge, 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, take all such steps as may be required to cause (in the case of DiscoverNewBridge) any dispositions of Discover NewBridge Common Stock, Discover Preferred Stock or Discover NewBridge Equity Awards by the Discover NewBridge Insiders, and (in the case of Capital OneYadkin) any acquisitions of Capital One Yadkin Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards Stock by any Discover NewBridge Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Fifth Third and Capital One First National Bankshares agree that, in order to most effectively compensate and retain Discover InsidersFirst National Bankshares Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover 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 Discover First National Bankshares Common Stock and Discover Preferred First National Bankshares Stock Options into shares of Capital One and options for Fifth Third Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.13. Discover shall deliver Assuming that First National Bankshares delivers to Capital One Fifth Third the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”)fashion, and the Board of Directors of Capital One and of DiscoverFifth Third, 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 adopt a resolution providing that the receipt by First National Bankshares Insiders of Fifth Third Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Discover) any dispositions of Discover First National Bankshares Common Stock, Discover Preferred and of options for Fifth Third Common Stock or Discover Equity Awards by the Discover Insiders, and (in the case upon conversion of Capital One) any acquisitions of Capital One options for First National Bankshares Common Stock, New Capital One Preferred Stockin each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, or Capital One Equity Awards 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 Discover Insiders whoFirst National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, immediately following the Mergersand agreements evidencing grants thereunder, will be 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 or and directors of the Surviving Entity First National Bankshares who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Discover BANC and Capital One PACW agree that, in order to most effectively compensate and retain Discover PACW Insiders, both prior to and after the Effective Time, it is desirable that Discover PACW 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 Discover PACW Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover PACW Equity Awards into corresponding Capital One BANC Common Stock or BANC Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.22. Discover PACW shall deliver to Capital One BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover PACW Insiders”), and the Board of Directors of Capital One BANC and of DiscoverPACW, 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, take all such steps as may be required to cause (in the case of DiscoverPACW) any dispositions of Discover PACW Common Stock, Discover Preferred Stock or Discover PACW Equity Awards by the Discover PACW Insiders, and (in the case of Capital OneBANC) any acquisitions of Capital One BANC Common Stock, New Capital One Preferred Stock, Stock or Capital One BANC Equity Awards by any Discover PACW Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover PNFP and Capital One CAVB agree that, in order to most effectively compensate and retain Discover InsidersCAVB Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover CAVB 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 Discover CAVB Common Stock and Discover Preferred CAVB Stock Options into shares of Capital One PNFP Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.11. Discover shall deliver Assuming that CAVB delivers to Capital One PNFP the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”)fashion, and the Board of Directors of Capital One and of DiscoverPNFP, 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 adopt a resolution providing that the receipt by CAVB Insiders of PNFP Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Discover) any dispositions of Discover CAVB Common Stock, Discover Preferred and of options on PNFP Common Stock or Discover Equity Awards by the Discover Insiders, and (in the case upon conversion of Capital One) any acquisitions of Capital One options on CAVB Common Stock, New Capital One Preferred Stockin each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, or Capital One Equity Awards 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 CAVB Insiders, the number of shares of CAVB Common Stock held by each such CAVB Insider and expected to be exchanged for PNFP Common Stock in the Merger, and the number and description of the options on CAVB Common Stock held by each such CAVB Insider and expected to be converted into options on PNFP Common Stock in connection with the Merger; provided that the requirement for a description of any Discover Insiders whoCAVB Stock Options shall be deemed to be satisfied if copies of all CAVB Stock Plans, immediately following the Mergersand forms of agreements evidencing grants thereunder, will be under which such CAVB Stock Options have been granted, have been made available to PNFP. The term "CAVB Insiders" shall mean those officers or and directors of the Surviving Entity CAVB who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Discover GWB and Capital One FIBK agree that, in order to most effectively compensate and retain Discover GWB Insiders, both prior to and after the Effective Time, it is desirable that Discover GWB 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 Discover GWB Common Stock and Discover Preferred Stock into shares of Capital One FIBK Class A Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover GWB Equity Awards into corresponding Capital One FIBK Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.19‎6.18. Discover GWB shall deliver to Capital One FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover GWB Insiders”), and the Board of Directors of Capital One FIBK and of DiscoverGWB, 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, take all such steps as may be required to cause (in the case of DiscoverGWB) any dispositions of Discover GWB Common Stock, Discover Preferred Stock or Discover GWB Equity Awards by the Discover GWB Insiders, and (in the case of Capital OneFIBK) any acquisitions of Capital One FIBK Class A Common Stock, New Capital One Preferred Stock, Stock or Capital One FIBK Equity Awards by any Discover GWB Insiders who, immediately following the MergersMerger, will be officers or directors of the 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover GWB and Capital One FIBK agree that, in order to most effectively compensate and retain Discover GWB Insiders, both prior to and after the Effective Time, it is desirable that Discover GWB 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 Discover GWB Common Stock and Discover Preferred Stock into shares of Capital One FIBK Class A Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover GWB Equity Awards into corresponding Capital One FIBK Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.18. Discover GWB shall deliver to Capital One FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover GWB Insiders”), and the Board of Directors of Capital One FIBK and of DiscoverGWB, 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, take all such steps as may be required to cause (in the case of DiscoverGWB) any dispositions of Discover GWB Common Stock, Discover Preferred Stock or Discover GWB Equity Awards by the Discover GWB Insiders, and (in the case of Capital OneFIBK) any acquisitions of Capital One FIBK Class A Common Stock, New Capital One Preferred Stock, Stock or Capital One FIBK Equity Awards by any Discover GWB Insiders who, immediately following the MergersMerger, will be officers or directors of the 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover TCBI and Capital One IBTX agree that, in order to most effectively compensate and retain Discover TCBI Insiders, both prior to and after the Effective Time, it is desirable that Discover 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 Discover TCBI Common Stock and Discover TCBI Preferred Stock into shares of Capital One IBTX Common Stock and New Capital One IBTX Preferred Stock in the Mergers Merger and the conversion of Discover TCBI Equity Awards into corresponding Capital One IBTX Equity Awards in the MergerMerger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Discover TCBI shall deliver to Capital One IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover TCBI Insiders”), and the Board of Directors of Capital One IBTX and of DiscoverTCBI, 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, take all such steps as may be required to cause (in the case of DiscoverTCBI) any dispositions of Discover TCBI Common Stock, Discover TCBI Preferred Stock or Discover TCBI Equity Awards by the Discover TCBI Insiders, and (in the case of Capital OneIBTX) any acquisitions of Capital One IBTX Common Stock, New Capital One IBTX Preferred Stock, or Capital One IBTX Equity Awards by any Discover TCBI Insiders who, immediately following the MergersMerger, will be officers or directors of the 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Parent and Capital One the Company agree that, in order to most effectively compensate and retain Discover Insidersthe Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover the 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 in connection with law. Assuming that the conversion of shares of Discover Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in Company delivers to Parent the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Company Section 6.19. Discover shall deliver to Capital One 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the Board of Directors of Capital One and of DiscoverParent, 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, thereafter and in any event prior to the Effective Time, take all Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of Parent Common Stock in exchange for shares of Company Common Stock pursuant to the transactions contemplated hereby and to the extent such steps as may be required to cause (securities are listed in the case of DiscoverCompany Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) any dispositions of Discover Common Stock, Discover Preferred Stock or Discover Equity Awards under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Discover Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and (expected to be exchanged for Parent Common Stock in the case Merger, and the number and description of Capital One) the options to purchase shares of Company Common Stock held by each such Company Insider and expected to be converted into options to purchase shares of Parent Common Stock in connection with the Merger; provided that the requirement for a description of any acquisitions Company Options shall be deemed to be satisfied if copies of Capital One Common Stockall plans, New Capital One Preferred Stockand forms of agreements, under which such Options have been granted have been made available to Parent. “Company Insiders” shall mean those present or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be former officers or and directors of the Surviving Entity Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 to the fullest extent permitted by applicable lawCompany Section 16 Information.

Exemption from Liability Under Section 16(b). Discover PNC and Capital One the Company agree that, in order to most effectively compensate and retain Discover Insidersthe Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover the 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 in connection with the conversion of shares of Discover Company Common Stock and Discover Preferred Stock Company Options into shares or options of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards PNC in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.14. Discover shall deliver Assuming that the Company delivers to Capital One PNC the Company Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the Board of Directors of Capital One and of DiscoverPNC, 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, thereafter and in any event prior to the Effective Time, take all Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of PNC Common Stock in exchange for shares of Company Common Stock pursuant to the transactions contemplated hereby and to the extent such steps as may be required to cause (securities are listed in the case of DiscoverCompany Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) any dispositions of Discover Common Stock, Discover Preferred Stock or Discover Equity Awards under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Discover Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and (expected to be exchanged for PNC Common Stock in the case Merger, and the number and description of Capital One) the options to purchase shares of Company Common Stock held by each such Company Insider and expected to be converted into options to purchase shares of PNC Common Stock in connection with the Merger; provided that the requirement for a description of any acquisitions Company Options shall be deemed to be satisfied if copies of Capital One Common Stockall plans, New Capital One Preferred Stockand forms of agreements, under which such Options have been granted have been made available to PNC. “Company Insiders” shall mean those present or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be former officers or and directors of the Surviving Entity Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Company Section 16 Information. Prior to the Effective Time, the board of directors of the Company, 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 in each case substance that the disposition by the Company Insiders of Company Common Stock in exchange for the Consideration pursuant to the transactions contemplated by this Agreement, hereby us intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Sterling and Capital One Provident agree that, in order to most effectively compensate and retain Discover InsidersSterling Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Discover 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 Discover Sterling Common Stock and Discover Preferred Stock into shares of Capital One Provident Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Equity Sterling Stock Options and Sterling Restricted Stock Awards into corresponding Capital One Equity Provident Stock Options or Provident Restricted Stock Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.18. Discover shall deliver Assuming Sterling delivers to Capital One Provident in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Sterling Insiders”), and the Board of Directors of Capital One Provident and of DiscoverSterling, 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, take all such steps as may be required to cause (in the case of Discover) any dispositions of Discover Sterling Common Stock, Discover Preferred Sterling Restricted Stock Awards or Discover Equity Awards Sterling Stock Options by the Discover Sterling Insiders, and (in the case of Capital One) any acquisitions of Capital One Provident Common Stock, New Capital One Preferred Stock, Provident Restricted Stock Awards or Capital One Equity Awards Provident Stock Options by any Discover Sterling Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover SunTrust and Capital One GB&T agree that, in order to most effectively compensate and retain Discover InsidersGB&T Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover GB&T 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 Discover GB&T Common Stock Stock, GB&T Options and Discover Preferred Stock GB&T Stock-Based Awards into shares of Capital One SunTrust Common Stock Stock, Adjusted Options and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards Assumed Stock-Based Awards, respectively, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.13. Discover shall deliver Assuming that GB&T delivers to Capital One SunTrust the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”)fashion, and the Board of Directors of Capital One and of DiscoverSunTrust, 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 adopt a resolution providing that the receipt by GB&T Insiders of SunTrust Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Discover) any dispositions of Discover GB&T Common Stock, Discover Preferred Stock or Discover Equity of Adjusted Options upon conversion of GB&T Options, and of Assumed Stock-Based Awards upon conversion of GB&T Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement and to the Discover 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 GB&T Insiders, the number of shares of GB&T Common Stock held by each such GB&T Insider and (expected to be exchanged for SunTrust Common Stock in the case Merger, and the number and description of Capital One) any acquisitions of Capital One Common the GB&T Options and GB&T Stock-Based Awards held by each such GB&T Insider and expected to be converted into Adjusted Options and Assumed Stock-Based Awards, New Capital One Preferred Stockrespectively, or Capital One Equity Awards by any Discover Insiders who, immediately following in connection with the Mergers, will be Merger. The term "GB&T Insiders" shall mean those officers or and directors of the Surviving Entity GB&T who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Discover Hexcel and Capital One Woodward agree that, in order to most effectively compensate and retain Discover the officers and directors of Hexcel subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Hexcel Insiders”), both prior to and after the Effective Time, it is desirable that Discover 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 Discover Hexcel Common Stock and Discover Preferred Stock into shares of Capital One Woodward Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Hexcel Equity Awards into corresponding Capital One Woodward Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Discover Hexcel shall deliver to Capital One Woodward in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Hexcel Insiders”), and the Board Boards of Directors of Capital One Hexcel, Woodward, and of Discoverthe Combined Company, as applicable, 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, take all such steps as may be required to cause (in the case of DiscoverHexcel) any dispositions of Discover Hexcel Common Stock, Discover Preferred Stock or Discover Hexcel Equity Awards by the Discover Hexcel Insiders, and (in the case of Capital OneWoodward) any acquisitions of Capital One Woodward Common Stock, New Capital One Preferred Stock, Stock or Capital One Woodward Equity Awards by any Discover Hexcel Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Discover Atlantic Capital and Capital One South State agree that, in order to most effectively compensate and retain Discover Atlantic Capital Insiders, both prior to and after the Effective Time, it is desirable that Discover Atlantic Capital 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 Discover Atlantic Capital Common Stock and Discover Preferred Stock into shares of Capital One South State Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Atlantic Capital Equity Awards into corresponding Capital One South State Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.19. Discover Atlantic Capital shall deliver to Capital One South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Atlantic Capital subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Atlantic Capital Insiders”), and the Board of Directors of Capital One South State and of DiscoverAtlantic Capital, 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, take all such steps as may be required to cause (in the case of DiscoverAtlantic Capital) any dispositions of Discover Atlantic Capital Common Stock, Discover Preferred Stock or Discover Atlantic Capital Equity Awards by the Discover Atlantic Capital Insiders, and (in the case of Capital OneSouth State) any acquisitions of Capital One South State Common Stock, New Capital One Preferred Stock, Stock or Capital One South State Equity Awards by any Discover Atlantic Capital Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Acquiror and Capital One Target agree that, in order to most effectively compensate and retain Discover InsidersTarget Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover Target 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 Discover Target Common Stock and Discover Preferred Target Stock Options into shares of Capital One Acquiror Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.11. Discover shall deliver Assuming that Target delivers to Capital One Acquiror the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”)fashion, and the Board of Directors of Capital One and of DiscoverAcquiror, 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 adopt a resolution providing that the receipt by Target Insiders of Acquiror Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Discover) any dispositions of Discover Target Common Stock, Discover Preferred and of options on Acquiror Common Stock or Discover Equity Awards by the Discover Insiders, and (in the case upon assumption of Capital One) any acquisitions of Capital One options to purchase Target Common Stock, New Capital One Preferred Stockin each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, or Capital One Equity Awards 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 Target Insiders, the number of shares of Target Common Stock held by each such Target Insider and expected to be exchanged for Acquiror Common Stock in the Merger, and the number and description of the options on Target Common Stock held by each such Target Insider and expected to be assumed by Acquiror in connection with the Merger; provided that the requirement for a description of any Discover Insiders whoTarget Stock Options shall be deemed to be satisfied if copies of all Target Stock Plans, immediately following the Mergersand forms of agreements evidencing grants thereunder, will be under which such Target Stock Options have been granted, have been made available to Acquiror. The term “Target Insiders” shall mean those officers or and directors of the Surviving Entity Target who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Discover Regions and Capital One AmSouth agree that, in order to most effectively compensate and retain Discover InsidersAmSouth Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Discover 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 Discover AmSouth Common Stock and Discover Preferred Stock into shares of Capital One Regions Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Equity AmSouth Stock Options and AmSouth Stock-Based Awards into corresponding Capital One Equity 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 6.194.13. Discover shall deliver Assuming AmSouth delivers to Capital One Regions in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover AmSouth subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (the “Discover 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 Capital One and of DiscoverRegions, or a committee of non-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, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the AmSouth Insiders of Discover) any dispositions Regions Common Stock in exchange for shares of Discover AmSouth Common Stock, Discover Preferred and of Regions Stock or Discover Equity Awards by the Discover Insiders, and (in the case Options upon conversion of Capital One) any acquisitions of Capital One Common Stock, New Capital One Preferred StockAmSouth Stock Options, or Capital One Equity Regions Stock-Based Awards by any Discover Insiders who, immediately following the Mergers, will be officers or directors upon conversion of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange ActAmSouth Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Discover Washington Banking and Capital One Heritage agree that, in order to most effectively compensate and retain Discover InsidersWashington Banking Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Discover Washington Banking 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 Discover Washington Banking Common Stock and Discover Preferred Stock into shares of Capital One Heritage Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Equity Washington Banking Stock Options and Washington Banking Restricted Stock Unit Awards into corresponding Capital One Equity the right to receive Heritage Common Stock subject to the terms and conditions of such Washington Banking Options and Washington Banking Restricted Stock Unit Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.17. Discover shall deliver Assuming Washington Banking delivers to Capital One Heritage in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Washington Banking subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Washington Banking Insiders”), and the Board of Directors of Capital One Heritage and of DiscoverWashington Banking, 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, take all such steps as may be required to cause (in the case of Discover) any dispositions of Discover Washington Banking Common Stock, Discover Preferred Washington Banking Restricted Stock Unit Awards or Discover Equity Awards Washington Banking Stock Options by the Discover Washington Banking Insiders, and (in the case of Capital One) any acquisitions of Capital One Heritage Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards Stock pursuant to Article I by any Discover Washington Banking Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover HTLF and Capital One UMB agree that, in order to most effectively compensate and retain Discover HTLF Insiders, both prior to and after the Effective Time, it is desirable that Discover HTLF 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 Discover HTLF Common Stock and Discover Preferred Stock into shares of Capital One UMB Common Stock and New Capital One or shares of HTLF Series E Preferred Stock(or depositary shares in respect thereof) into shares of UMB Series A Preferred Stock (or depositary shares in respect thereof), as applicable, in the Mergers Merger and the conversion of Discover any HTLF Equity Awards into corresponding Capital One UMB Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section ‎Section 6.19. Discover HTLF shall deliver to Capital One UMB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover HTLF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover HTLF Insiders”), and the Board of Directors of Capital One UMB and of DiscoverHTLF, 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, take all such steps as may be required to cause (in the case of DiscoverHTLF) any dispositions of Discover HTLF Common Stock, Discover HTLF Series E Preferred Stock (or Discover depositary shares in respect thereof) or HTLF Equity Awards by the Discover HTLF Insiders, and (in the case of Capital OneUMB) any acquisitions of Capital One UMB Common Stock, New Capital One UMB Series A Preferred Stock, Stock (or Capital One depositary shares in respect thereof) or UMB Equity Awards by any Discover HTLF Insiders who, immediately following the Mergers, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover The Company and Capital One MTR agree that, in order to most effectively compensate and retain Discover InsidersCompany Insiders and MTR Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that Discover Company Insiders and MTR 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 Discover MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Discover Preferred Stock Company Membership Interests into Parent Common Stock, Parent options, restricted shares of Capital One Common Stock and New Capital One Preferred Stock units, as the case may be, in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.20. Discover shall Assuming the Company and MTR deliver to Capital One Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover the Company and MTR who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “Discover Company Insiders” and the “MTR Insiders”), the number of shares of MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Company Membership Interests be held by each such Company Insider or MTR Insider expected to be exchanged in the Board of Directors of Capital One and of DiscoverMergers, Parent Board, 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, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the Company Insiders and MTR Insiders of Discover) any dispositions of Discover Parent Common Stock, Discover Preferred Stock or Discover Equity Awards by the Discover InsidersParent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of Capital One) any acquisitions of Capital One exchange for MTR Common Stock, New Capital One Preferred StockMTR Stock Options, or Capital One Equity Awards by any Discover Insiders whoMTR Restricted Shares, immediately following the MergersMTR RSUs, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Actand Company Membership Interests, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Discover Allegiance and Capital One CBTX agree that, in order to most effectively compensate and retain Discover Allegiance Insiders, both prior to and after the Effective Time, it is desirable that Discover Allegiance 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 Discover Allegiance Common Stock and Discover Preferred Stock into shares of Capital One CBTX Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Allegiance Equity Awards into corresponding Capital One CBTX Equity Awards in the MergerMerger consistent with Section 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Discover Allegiance shall deliver to Capital One CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Allegiance Insiders”), and the Board of Directors of Capital One CBTX and of DiscoverAllegiance, 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, take all such steps as may be required to cause (in the case of DiscoverAllegiance) any dispositions of Discover Allegiance Common Stock, Discover Preferred Stock or Discover Allegiance Equity Awards by the Discover Allegiance Insiders, and (in the case of Capital OneCBTX) any acquisitions of Capital One CBTX Common Stock, New Capital One Preferred Stock, Stock or Capital One CBTX Equity Awards by any Discover Allegiance Insiders who, immediately following the MergersMerger, will be officers or directors of the 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover IBTX and Capital One SouthState agree that, in order to most effectively compensate and retain Discover IBTX Insiders, both prior to and after the Effective Time, it is desirable that Discover IBTX 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 Discover IBTX Common Stock and Discover Preferred Stock into shares of Capital One SouthState Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover IBTX Equity Awards into corresponding Capital One SouthState Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.19. Discover IBTX shall deliver to Capital One SouthState in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover IBTX subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover IBTX Insiders”), and the Board of Directors of Capital One SouthState and of DiscoverIBTX, 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, take all such steps as may be required to cause (in the case of DiscoverIBTX) any dispositions of Discover IBTX Common Stock, Discover Preferred Stock or Discover IBTX Equity Awards by the Discover IBTX Insiders, and (in the case of Capital OneSouthState) any acquisitions of Capital One SouthState Common Stock, New Capital One Preferred Stock, Stock or Capital One SouthState Equity Awards by any Discover IBTX Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover TSYS and Capital One Global Payments agree that, in order to most effectively compensate and retain Discover TSYS Insiders, both prior to and after the Effective Time, it is desirable that Discover TSYS 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 Discover TSYS Common Stock and Discover Preferred Stock into shares of Capital One Global Payments Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover TSYS Equity Awards into corresponding Capital One Global Payments Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover TSYS shall deliver to Capital One Global Payments in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover TSYS subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover TSYS Insiders”), and the Board of Directors of Capital One Global Payments and of DiscoverTSYS, 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, take all such steps as may be required to cause (in the case of DiscoverTSYS) any dispositions of Discover TSYS Common Stock, Discover Preferred Stock or Discover TSYS Equity Awards by the Discover TSYS Insiders, and (in the case of Capital OneGlobal Payments) any acquisitions of Capital One Global Payments Common Stock, New Capital One Preferred Stock, Stock or Capital One Global Payments Equity Awards by any Discover TSYS Insiders who, immediately following the MergersMerger, will be officers or directors of the 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 to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Cadence and Capital One BancorpSouth agree that, in order to most effectively compensate and retain Discover Cadence Insiders, both prior to and after the Effective Time, it is desirable that Discover Cadence 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 Discover Cadence Common Stock and Discover Preferred Stock into shares of Capital One BancorpSouth Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Cadence Equity Awards into corresponding Capital One BancorpSouth Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.20. Discover Cadence shall deliver to Capital One BancorpSouth in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Cadence Insiders”), and the Board of Directors of Capital One BancorpSouth and of DiscoverCadence, 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, take all such steps as may be required to cause (in the case of DiscoverCadence) any dispositions of Discover Cadence Common Stock, Discover Preferred Stock or Discover Cadence Equity Awards by the Discover Cadence Insiders, and (in the case of Capital OneBancorpSouth) any acquisitions of Capital One BancorpSouth Common Stock, New Capital One Preferred Stock, Stock or Capital One BancorpSouth Equity Awards by any Discover Cadence Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover HTLF and Capital One UMB agree that, in order to most effectively compensate and retain Discover HTLF Insiders, both prior to and after the Effective Time, it is desirable that Discover HTLF 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 Discover HTLF Common Stock and Discover Preferred Stock into shares of Capital One UMB Common Stock and New Capital One or shares of HTLF Series E Preferred Stock(or depositary shares in respect thereof) into shares of UMB Series A Preferred Stock (or depositary shares in respect thereof), as applicable, in the Mergers Merger and the conversion of Discover any HTLF Equity Awards into corresponding Capital One UMB Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.19. Discover HTLF shall deliver to Capital One UMB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover HTLF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover HTLF Insiders”), and the Board of Directors of Capital One UMB and of DiscoverHTLF, 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, take all such steps as may be required to cause (in the case of DiscoverHTLF) any dispositions of Discover HTLF Common Stock, Discover HTLF Series E Preferred Stock (or Discover depositary shares in respect thereof) or HTLF Equity Awards by the Discover HTLF Insiders, and (in the case of Capital OneUMB) any acquisitions of Capital One UMB Common Stock, New Capital One UMB Series A Preferred Stock, Stock (or Capital One depositary shares in respect thereof) or UMB Equity Awards by any Discover HTLF Insiders who, immediately following the Mergers, will be officers or directors of the Surviving Entity 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 to the fullest extent permitted by applicable law.