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

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

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

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

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

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