Year 2000 Ready. 31 EXHIBITS A CFSB Stock Option Agreement B Index Companies C Schedule of Additional Information D Form of CFSB's Affiliate Agreement E Form of CFSB's Counsel's Legal Opinion F Form of Old Kent's Counsel's Legal Opinion AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the "PLAN OF MERGER") is made as of February 24, 1999, between CFSB Bancorp, Inc., a Delaware corporation head- quartered at 000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("CFSB"), and Old Kent Financial Corporation, a Michigan corporation headquartered at One Xxxxxxxxxx Center, 000 Xxxx Xxxxxx, X.X., Xxxxx Xxxxxx, Xxxxxxxx 00000 ("OLD KENT"). Old Kent and CFSB desire that CFSB and its subsidiaries become affili- ated with Old Kent. The affiliation would be effected through the merger of CFSB with and into Old Kent in accordance with this Plan of Merger and in accordance with the Business Corporation Act of the State of Michigan, as amended (the "MICHIGAN ACT") and the Delaware General Corporation Law, as amended (the "DGCL"). The transactions contemplated by and described in this Plan of Merger are referred to as the "MERGER." Simultaneously with or as soon as reasonably practical following the consummation of the Merger, CFSB's wholly owned subsidiary, Community First Bank ("CFSB BANK"), will be consolidated with and into Old Kent's wholly owned subsidiary, Old Kent Bank. It is intended that, for federal tax purposes, the Merger qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"). It is also in- tended that, for accounting and financial reporting purposes, the Merger shall be accounted for as a pooling-of-interests. As a condition to, and concurrently with the execution of, this Plan of Merger, CFSB and Old Kent are entering into a Stock Option Agreement attached as EXHIBIT A (the "OPTION AGREEMENT"). In consideration of the representations, warranties, and covenants contained in this Plan of Merger, the parties agree:
Year 2000 Ready. 24 AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of August 27, 1999 (the "date hereof"), among SJNB FINANCIAL CORP., a California corporation ("SJNB"), SARATOGA BANCORP, a California corporation ("Saratoga"), and SARATOGA NATIONAL BANK, a national banking association and a wholly-owned subsidiary of Saratoga ("SNB").
Year 2000 Ready. 22 -vi- 8 AGREEMENT AND PLAN OF MERGER dated as of February 25, 1999 (this "Agreement") among BANCWEST CORPORATION, a Delaware corporation ("BC"), BANK OF THE WEST, a California state-chartered bank and a wholly-owned subsidiary of BC ("BW"), and SIERRAWEST BANCORP, a California corporation ("SierraWest").
Year 2000 Ready. 34 EXHIBITS
Year 2000 Ready. On or before December 31, 1998, the Sellers shall cause all Services and Products (other than Products reliant on a DOS operating system) to correctly identify, recognize and process four-digit year dates and to accept and properly process dates that could span more than 100 years (e.g., calculating a person's age from their birth date and the current date).
Year 2000 Ready. 19 INDEX OF EXHIBITS AND SCHEDULES Schedule A Starwood shareholders executing Starwood Shareholder Agreement Schedule B Starwood shareholders executing Starwood Affiliate Lock-Up Agreements Schedule C Persons executing Advisor Affiliate Lock-Up Agreements Schedule D Persons Executing Option Standstill Agreements Schedule E TriNet Management Company Owners Schedule F Directors of New Starwood Schedule G Directors of the Surviving Corporation Schedule H Officers of New Starwood Schedule I Officers of the Surviving ^ Corporation =========== Exhibit A Incorporation Merger Agreement Exhibit B Advisor Transaction Agreement Exhibit C Form of Starwood Shareholder Agreement Exhibit D Form of Starwood Affiliate Lock-Up Agreement Exhibit E Form of Advisor Affiliate Lock-Up Agreement Exhibit F Form of Option Standstill Agreement Exhibit G TriNet Management Company Stock Purchase Agreement Exhibit H Form of Charter of the Surviving Corporation Exhibit I Form of Bylaws of the Surviving Corporation Exhibit J Form of Charter of New Starwood Exhibit K Form of Bylaws of New Starwood Exhibit L Form of Articles Supplementary for each class of New Starwood Preferred Stock Exhibit M Form of Xxxxxx Xxxxxx & Xxxxx Tax Opinion Exhibit N Form of Xxxxx, Xxxxx & Xxxxx LLP Tax Opinion Exhibit O Form of Xxxxxx & Xxxxx LLP Tax Opinion Exhibit P Form of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Tax Opinion Exhibit Q Form of Affiliate Letter AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of June 15, 1999, by and among STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust ("Starwood"), ST MERGER SUB, INC., a Maryland corporation ("Starwood Sub"), and TRINET CORPORATE REALTY TRUST, INC., a Maryland corporation ("TriNet").
Year 2000 Ready. The Insurer may refuse or reduce any claim for loss in respect of an Insured Loan by the amount that fairly represents the extent to which the Insurer's interests have been prejudiced by the failure of any item used or relied upon by the Insured to be Year 2000 Ready other than as the result of any failure in the Insurer's computer systems or other items to be Year 2000 Ready.
Year 2000 Ready. 18 AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated as of February 28, 1999, by and between DUKE REALTY INVESTMENTS, INC., an Indiana corporation ("DUKE"), and WEEKS CORPORATION, a Georgia corporation ("WEEKS").
Year 2000 Ready. 18 EXHIBITS -------- A - Form of Stock Option Agreement .....................................................A-1 B - Index Companies ....................................................................B-1 C - Form of Disclosure Statement .......................................................C-1 D - Schedule of Additional Information .................................................D-1 E - Form of Merchants' Affiliate Agreement .............................................E-1 F - Form of Merchants' Counsel's Legal Opinion .........................................F-1 G - Form of Old Kent's Counsel's Legal Opinion .........................................G-1 H - Designated Contracts ...............................................................H-1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "PLAN OF MERGER") is made as of July 29, 1999, between MERCHANTS BANCORP, INC., a Delaware corporation, headquartered at 0000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx 00000 ("MERCHANTS"), OLD KENT FINANCIAL CORPORATION, a Michigan corporation ("OLD KENT"), and MERCHANTS ACQUISITION CORPORATION, a Michigan corporation and wholly owned subsidiary of Old Kent, each headquartered at 000 Xxxx Xxxxxx, X.X., Xxxxx Xxxxxx, Xxxxxxxx 00000 ("MERGERSUB"). Old Kent and Merchants desire that Merchants and its subsidiaries become affiliated with Old Kent. The affiliation would be effected through the merger of MergerSub with and into Merchants in accordance with this Plan of Merger and in accordance with the Business Corporation Act of the State of Michigan, as amended (the "MICHIGAN ACT"), and the Delaware General Corporation Law, as amended (the "DGCL"). The transactions contemplated by, and described in, this Plan of Merger are referred to as the "MERGER." Old Kent has formed MergerSub solely for the purpose of effectuating the Merger. As soon as reasonably practicable following the consummation of the Merger, Old Kent intends to cause Merchants to be liquidated and dissolved, and to cause Merchants' wholly owned subsidiary, The Merchants National Bank of Aurora ("MERCHANTS BANK"), to be consolidated with and into Old Kent's wholly owned subsidiary, Old Kent Bank, a Michigan banking corporation. It is intended that, for federal tax purposes, the Merger qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"). It is also intended that, for accounting and financial reporting ...
Year 2000 Ready. 20 4.26 Sales Representative Agreements. ....................................................... 20 4.27
