TABLE OF CONTENTS Page ---- Parties 1 1.1 Merger 2 ARTICLE 2 - TERMS OF MERGER 3 2.1 Charter 3 2.2 Bylaws 3 2.3 Directors and Officers 3 ARTICLE 3 - MANNER OF CONVERTING SHARES 3 3.1 Conversion of Shares 3 3.2 Anti-Dilution Provisions 4 3.3 Shares...Agreement and Plan of Reorganization • September 22nd, 2000 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered • Delaware
RECITALSChange in Control Agreement • March 30th, 2000 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered • Missouri
AGREEMENT AND PLAN OF MERGER OF LOAN & BUILDING STATE SAVINGS BANK WITH AND INTO FIRST FEDERAL SAVINGS BANK OF NORTH TEXASMerger Agreement • March 14th, 1997 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered
AGREEMENT ---------Shareholder Agreement • May 17th, 1999 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered
AFFILIATE AGREEMENT ------------------- Union Planters Corporation 7130 Goodlett Farms Parkway Memphis, Tennessee 38018 Attention: E. James House, Jr. General Counsel and Secretary Ladies and Gentlemen: The undersigned is a stockholder of Jefferson...Affiliate Agreement • September 22nd, 2000 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered • Tennessee
I. ARTICLE V is hereby deleted in its entirety and the following is substituted in lieu thereof: "ARTICLE V Source of Benefits Benefits shall constitute an unfunded, unsecured promise by the Association to provide such payments in the future. The...Supplemental Retirement Agreement • August 14th, 1998 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered
RECITALSEmployment Agreement • May 17th, 1999 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered
RECITALSEmployment Agreement • March 30th, 2000 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered
COMPLIANCE WITH LAWS, REGULATIONS AND SAFE AND SOUND ---------------------------------------------------- PRACTICES ---------Supervisory Agreement • March 31st, 1998 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered
STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of September 20, 2000, by and between Jefferson Savings Bancorp, Inc., a Delaware corporation ("Issuer"), and Union Planters Corporation, a Tennessee...Stock Option Agreement • September 22nd, 2000 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered • Tennessee
UNION PLANTERS AND JEFFERSON SAVINGS BANCORP, INC. REACH AGREEMENT Memphis, Tenn.- September 20, 2000 -- Union Planters Corporation (NYSE:UPC) and Jefferson Savings Bancorp, Inc. (Nasdaq:JSBA) of Ballwin, Missouri, announced today that they have...Jefferson Savings Bancorp Inc • September 22nd, 2000 • Savings institutions, not federally chartered
Memphis, Tenn.- September 20, 2000 -- Union Planters Corporation (NYSE:UPC) and Jefferson Savings Bancorp, Inc. (Nasdaq:JSBA) of Ballwin, Missouri, announced today that they have signed a definitive agreement for the acquisition of Jefferson Savings by Union Planters. The announcement was made by Jackson W. Moore, Chairman and Chief Executive Officer of Union Planters Corporation and David V. McCay, Chairman and Chief Executive Officer of Jefferson Savings Bancorp.
TRUST AGREEMENT FOR JEFFERSON SAVINGS AND LOAN ASSOCIATION SUPPLEMENTAL RETIREMENT AGREEMENTTrust Agreement • August 14th, 1998 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered • Missouri
JEFFERSON SAVINGS AND LOAN ASSOCIATION SUPPLEMENTAL RETIREMENT AGREEMENT --------------------------------- This Agreement entered into as of the 9th day of November, 1993 by and between Jefferson Savings and Loan Association and David V. McCay....Jefferson Savings and Loan Association Supplemental Retirement Agreement • April 30th, 1999 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered • Missouri
I. Paragraph (a) of Section 11 of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:Employment Agreement • August 14th, 1998 • Jefferson Savings Bancorp Inc • Savings institutions, not federally chartered
