Exhibit List
2.1 Reorganization Agreement, by and among Xxxxx/Xxxxxx, Inc.,
Xxxxx/ Xxxxxx, Inc. and the Predecessor Company (Incorporated
herein by reference to Exhibit 2.1 of Xxxxx/Xxxxxx '
Registration Statement on Form S-1, File No. 333-56799).
2.2 Letter of Intent, dated May 29, 1998, from Xxxxx/Xxxxxx, Inc.
and the Xxxxxxxx Companies (Incorporated herein by reference to
Exhibit 2.2 of Xxxxx/Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
2.3 Asset Purchase Agreement, dated September 5, 1997, among
Xxxxx/Xxxxxx, Inc., Bank Compensation Strategies, Inc., et al.
(Incorporated herein by reference to Exhibit 2.3 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
2.4 Letter of Understanding, dated October 1, 1998, by and between
Xxxxx/Xxxxxx Holdings, Inc and the Xxxxxxxxx & Xxxxxxx Company
(Incorporated herein by reference to Exhibit 10 of
Xxxxx/Xxxxxx' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on November 16, 1998).
2.5 Asset Purchase Agreement, dated September 18, 1998, with
Xxxxxxxx & Associates Corporation, Xxxxxxxx & Associates
Securities Corporation and Xxxxxxx X. Xxxxxxxx, Xx.
(Incorporated herein by reference to Exhibit 2.2 of
Xxxxx/Xxxxxx' Current Report on Form 8-K, File No. 000-24769,
filed with the SEC on October 2, 1998).
2.6 Asset Purchase Agreement, dated November 16, 1998, by and among
Xxxxx/Xxxxxx, Inc., Xxxxx/Xxxxxx, Inc., Xxxxxxxxx & Xxxxxxx
Company, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx (Incorporated
herein by reference to Exhibit 2.6 of Xxxxx/Xxxxxx' Annual
Report on Form 10-K, File No. 000-24769, filed with the SEC on
March 31, 1999).
2.7 Asset Purchase Agreement, dated April l5, 1999, by and among
Xxxxx/Xxxxxx, Inc., Xxxxx/Xxxxxx Holdings, Inc., Phynque, Inc.,
and certain shareholders of Phynque, Inc. (Incorporated herein
by reference to Exhibit 2.1 of Xxxxx/Xxxxxx' Current Report on
Form 8-K, File No. 000-24769, filed with the SEC on April 20,
1999).
2.8 Agreement and Plan of Reorganization, dated May 18, 1999, by
and among Xxxxx/Xxxxxx Holdings, Inc., NICB Agency, Inc., and
Xxxxx Xxxxxxx, Xxxx High, Xxxxx Xxxxx, and Xxxxx Xxxxx
(Incorporated herein by reference to Exhibit 2.8 of
Xxxxx/Xxxxxx' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999).
2.9 Asset and Stock Purchase Agreement, dated September 1, 1999, by
and among Xxxxx/Xxxxxx, Inc. and The Xxxxxxx Organization Inc.
and X.X. Xxxxxxx (Incorporated herein by reference to Exhibit
2.1 of Xxxxx/Xxxxxx' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on September 16, 1999).
2.10 Stock Purchase Agreement, dated June 21, 2000 by and among
Xxxxx/Xxxxxx, Inc. and Xxxxx/Xxxxxx Holdings, Inc. as
Purchasers and Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx X. Xxxx,
Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx as
Stockholders (Incorporated herein by reference to Exhibit 2.1
of Xxxxx/Xxxxxx Current Report on Form 8-K, File No. 000-24769,
filed with the SEC on July 5, 2000).
2.11 Agreement of Merger and Plan of Reorganization by and among
Xxxxx/Xxxxxx Holdings, inc., and Xxxxx/Xxxxxx Acquisition,
Inc., and Corporation Resource Gropu, Inc. and Xxxxxxx X.
XxxXxxxxx, Xx. (Incorporated herein by reference to Exhibit 2.1
of Xxxxx/Xxxxxx Current Report on Form 8-K, File No. 000-24769,
filed with the SEC on September 11, 2000).
3.1 Certificate of Incorporation of Xxxxx/Xxxxxx, Inc.
(Incorporated herein by reference to Exhibit 3.1 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799, filed with the SEC on July 12, 1998).
3.2 Bylaws of Xxxxx/Xxxxxx, Inc. (Incorporated herein by reference
to Exhibit 3.2 of Xxxxx/Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799, filed with the SEC on July 12, 1998).
3.3 Certificate of Amendment (Incorporated herein by reference to
Exhibit 3.3 of Xxxxx/ Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
3.4 Certificate of Designation (Incorporated herein by reference to
Exhibit 3.4 of Xxxxx/ Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
3.5 Certificate of Merger of NICB Agency, Inc. and Xxxxx/Xxxxxx
Holdings, Inc. (Incorporated herein by reference to Exhibit 3.5
of Xxxxx/Xxxxxx' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999)
4.1 Specimen Certificate for shares of Common Stock, par value $.01
per share, of Xxxxx/ Xxxxxx Holdings, Inc. (Incorporated herein
by reference to Exhibit 4.1 of Xxxxx/Xxxxxx' Amendment No. 1 to
the Registration Statement on Form S-1, File No. 333-56799,
filed with the SEC on July 27, 1998).
4.2 Rights Agreement, dated as of July 10, 1998, by and between
Xxxxx/Xxxxxx, Inc. and The Bank of New York (Incorporated
herein by reference to Exhibit 4.4 of Xxxxx/Xxxxxx' Quarterly
Report on Form 10-Q, File No. 000-24769, filed with the SEC on
November 16, 1998).
10.1 Xxxxx/Xxxxxx, Inc. 1998 Stock Option Plan (Incorporated herein
by reference to Exhibit 10.1 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.2 Administration and Services Agreement, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxx/Xxxxxx Agency of Ohio, Inc.
(Incorporated herein by reference to Exhibit 10.2 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.3 Administration and Services Agreement, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxx/Xxxxxx Securities, Inc.
(Incorporated herein by reference to Exhibit 10.3 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.4 Administration and Services Agreement, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxx/Xxxxxx, Inc. of Pennsylvania
(Incorporated herein by reference to Exhibit 10.4 of
Xxxxx/Xxxxxx Registration Statement on Form S-1, File No.
333-56799).
10.5 Principal Office Agreement, dated July 29, 1993, by and between
X.X. Xxxxxxx and Xxxxx/Xxxxxx, Inc. (Incorporated Herein by
reference to Exhibit 10.5 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.6 Buy-Sell Agreement for Xxxxx/Xxxxxx Agency of Ohio, Inc., dated
April 1996, by and between Xxxxx/Xxxxxx Securities, Inc.,
Xxxxx/Xxxxxx Agency of Ohio, Inc. and Xxxxxx Xxxxxxxx
(Incorporated herein by reference to Exhibit 10.6 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.7 Note and Warrant Purchase Agreement, dated September 8, 1997,
by and between Xxxxx/Xxxxxx, Inc. and Great-West, Life
Investors and Nationwide (Incorporated herein by Reference to
Exhibit 10.7 of Xxxxx/Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
10.8 Note Agreement, dated September 8, 1997, by and between
Xxxxx/Xxxxxx, Inc., Great-West, Life Investors and Nationwide
(Incorporated herein by reference to Exhibit 10.8 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.9 Form of Common Stock Purchase Warrant, dated September 8, 1997
(Incorporated herein by reference to Exhibit 10.9 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-6799).
10.10 Form of 11.00% Secured Priority Senior Secured Note Due August
2004 (Incorporated herein by reference to Exhibit 10.10 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.11 Form of 10.50% Senior Secured Note Due August 2004
(Incorporated herein by reference to Exhibit 10.11 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.12 Convertible Subordinated Note, dated September 1997
(Incorporated herein by reference to Exhibit 10.12 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.13 Medium Term Note, dated September 1997 (Incorporated herein by
reference to Exhibit 10.13 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.14 Stock Purchase Agreement, dated August 22, 1997, by and among
Xxxxx/Xxxxxx, Inc., Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, X.X.
Xxxxxxxxx, and Xxx X. Xxxxxxx (Incorporated herein by reference
to Exhibit 10.14 of Xxxxx/Xxxxxx' Registration Statement on
Form S-1, File No. 333-56799).
10.15 Stock Purchase Agreement, dated August 1997, by and among
Xxxxx/Xxxxxx, Inc. and Xxxxx X. Xxxxx (Incorporated herein by
reference to Exhibit 10.15 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.16 Lease Agreement, dated April 24, 1998, by and between Northland
Center Limited Partnership and Xxxxx/Xxxxxx, Inc. (Incorporated
herein by reference to Exhibit 10.16 of Xxxxx/Xxxxxx'
Registration Statement on Form S-1, File No. 333-56799).
10.17 Lease Agreement, dated December 30, 1994, by and between C-W#5,
Ltd., and Xxxxx/Xxxxxx, Inc. (Incorporated herein by reference
to Exhibit 10.17 of Xxxxx/Xxxxxx' Registration Statement on
Form S-1, File No. 333-56799).
10.18 Letter of Agreement to Purchase Warrants, dated June 11, 1998,
to Nationwide (Incorporated herein by reference to Exhibit
10.18 of Xxxxx/Xxxxxx' Registration Statement on Form S-1, File
No. 333-56799).
10.19 Letter of Agreement to Purchase Warrants, dated June 11, 1998
to Life Investors (Incorporated herein by Reference to Exhibit
10.19 of Xxxxx/Xxxxxx' Registration Statement on Form S-1, File
No. 333-56799).
10.20 Letter of Agreement to Purchase Warrants, dated June 11, 1998,
to Great-West (Incorporated herein by reference to Exhibit
10.20 of Xxxxx/Xxxxxx' Registration Statement on Form S-1, File
No. 333-56799).
10.21 Phantom Stock Agreement, dated September 5, 1997, by and
between Xxxxx/Xxxxxx, Inc. and Xxxxxx X. Xxxxxxx (Incorporated
herein by reference to Exhibit 10.21 of Xxxxx/Xxxxxx'
Registration Statement on Form S-1, File No. 333-56799).
10.22 Employment Agreement, dated November 21, 1996, by and between
Xxxxx/Xxxxxx, Inc. and Xxxx X. Xxxxxx (Incorporated Herein by
reference to Exhibit 10.22 of Xxxxx/ Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.23 Employment Agreement, dated March 28, 1995, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxx X. Xxxxxx (Incorporated herein by
reference to Exhibit 10.23 of Xxxxx/ Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.24 Employment Agreement, dated August 23, 1993, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxx Xxxxxx (Incorporated herein by
reference to Exhibit 10.24 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.25 Employment Agreement, dated March 7, 1993, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxxx X. Xxxx (Incorporated herein by
reference to Exhibit 10.25 of Xxxxx/ Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.26 Employment Agreement, dated April 15, 1991, by and between
Xxxxx/Xxxxxx, Inc. and Xxx X. Xxxxxx (Incorporated herein by
reference to Exhibit 10.26 of Xxxxx/ Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.27 Employment Agreement, dated June 9, 1993, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxxxx X. Xxxxxxxx (Incorporated herein
by reference to Exhibit 10.27 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.28 Tax Indemnity Agreement by and between Xxxxx/Xxxxxx Holdings,
Inc., Xxxxx/ Xxxxxx, Inc. and certain former Shareholders of
the Predecessor Company (Incorporated herein by reference to
Exhibit 10.28 of Xxxxx/Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
10.29 Form of Employee Stock Purchase Plan (Incorporated herein by
reference to Exhibit 10.29 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.30 Form of Employment Agreement, effective as of September 1,
1998, by and between Xxxxx/Xxxxxx, Inc. and Xxxxxx X. Xxxxxx
(Incorporated herein by reference to Exhibit 10.30 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.31 Form of Employment Agreement, effective as of July 1, 1998, by
and between Xxxxx/ Xxxxxx, Inc. and Xxxxxx X. Xxxx
(Incorporated herein by reference to Exhibit 10.31 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.32 Form of Employment Agreement, effective as of July 1, 1998, by
and between Xxxxx/ Xxxxxx Holdings, Inc. and Xxxxxx X. Xxxx
(Incorporated herein by reference to Exhibit 10.32 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.33 Form of Commission Transfer Agreement by and between X.X.
Xxxxxxx, The Xxxxxxx Organization, Inc. and Xxxxx/Xxxxxx, Inc.
(Incorporated herein by reference to Exhibit 10.33 of
Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.34 Letter of Agreement, dated July 24, 1998, to Great-West, Life
Investors and Nationwide (Incorporated herein by reference to
Exhibit 10.34 of Xxxxx/Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
10.35 Employment Agreement, dated September 1, 1997, by and between
Xxxxx/Xxxxxx, Inc. and Xxxxxxx X. Xxxxxxx (Incorporated herein
by reference to Exhibit 10.35 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.36 Put Rights Agreement, dated as of September 9, 1997, by and
among Xxxxx/Xxxxxx, Inc., Great-West, Life Investors and
Nationwide (Incorporated herein by reference to Exhibit 10.38
of Xxxxx/Xxxxxx' Registration Statement on Form S-1, File No.
333-56799).
10.37 Participation Rights Agreement, dated as of September 9, 1997,
by and among Xxxxx/ Xxxxxx, Inc., Great-West, Life Investors
and Nationwide (Incorporated herein by reference to Exhibit
10.39 of Xxxxx/Xxxxxx' Registration Statement on Form S-1, File
No. 333-56799).
10.38 Registration Rights Agreement, dated as of September 9, 1997,
by and among Xxxxx/ Xxxxxx, Inc., Great-West, Life Investors
and Nationwide (Incorporated herein by reference to Exhibit
10.40 of Xxxxx/Xxxxxx' Registration Statement on Form S-1, File
No. 333-56799).
10.39 Form of Letter Agreement between Phoenix Home Life and
Xxxxx/Xxxxxx Holdings (Incorporated herein by reference to
Exhibit 10.41 of Xxxxx/Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
10.40 Letter Agreement, dated August 14, 1998, between Nationwide and
Xxxxx/Xxxxxx Holdings (Incorporated herein by Reference to
Exhibit 10.42 of Xxxxx/Xxxxxx Registration Statement on Form
S-1, File No. 333-56799).
10.41 Letter Agreement, dated August 14, 1998, between Great-West and
Xxxxx/Xxxxxx Holdings (Incorporated herein by reference to
Exhibit 10.43 of Xxxxx/Xxxxxx' Registration Statement on Form
S-1, File No. 333-56799).
10.42 Letter Agreement, dated as of August 17, 1998, between General
American and Xxxxx/Xxxxxx Holdings (Incorporated herein by
reference to Exhibit 10.44 of Xxxxx/Xxxxxx' Registration
Statement on Form S-1, File No. 333-56799).
10.43 1998 Non-Employee Director Stock Option Plan (Incorporated
herein by reference to Exhibit 4.7 of Xxxxx/Xxxxxx'
Registration Statement on Form S-8, File No. 333-68163, filed
with the SEC on December 1, 1998).
10.44 Credit Agreement, dated January 15, 1999, among Xxxxx/Xxxxxx,
Inc., Bank One Texas, N.A., U.S. Bank National Association,
certain financial institutions, and Banc One Capital Markets,
Inc. (Incorporated herein by reference to Exhibit 10.46 of
Xxxxx/Xxxxxx' Annual Report on Form 10-K, File No. 000-24769,
filed with the SEC on March 31, 1999).
10.45 Lease Agreement, dated December 30, 1996, by and between
Bellemead Development Corporation and Xxxxxxxx & Associates
Corporation (Incorporated herein by reference to Exhibit 10.47
of Xxxxx/Xxxxxx' Annual Report on Form 10-K, File No.
000-24769, filed with the SEC on March 31, 1999).
10.46 Lease of Office Space, dated February 20, 1990, by and between
T.N.C. Northstar Associates Limited Partnership and Phynque,
Inc., as amended (Incorporated herein by reference to Exhibit
10.46 of Xxxxx/Xxxxxx' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999).
10.47 Form of Employment Agreement, dated April 5, 1999, by and
between Xxxxx/Xxxxxx, Inc. and Xxxxxx Xxxxxxxxx (Incorporated
herein by reference to Exhibit 10.47 of Xxxxx/Xxxxxx' Quarterly
Report on Form 10-Q, File No. 000-24769, filed with the SEC on
August 16, 1999).
10.48 Employment Agreement, dated as of September 1, 1999, by and
between Xxxxx/Xxxxxx Holdings, Inc. and X.X. Xxxxxxx
(Incorporated herein by reference to Exhibit 10.48 of
Xxxxx/Xxxxxx' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on November 12, 1999).
10.49 Sublease Agreement, dated as of September 1, 1999, between
Xxxxx/Xxxxxx, Inc. and The Xxxxxxx Organization (Incorporated
herein by reference to Exhibit 10.49 of Xxxxx/Xxxxxx' Quarterly
Report on Form 10-Q, File No. 000-24769, filed with the SEC on
November 12, 1999).
10.50 Amended and Restated Credit Agreement, dated as of December 28,
1999 among Xxxxx/Xxxxxx, Inc. as Borrower, Bank One Texas, NA
as Administrative Agent, U.S. Bank National Association as
Co-Agent, Certain Financial Institutions as Lenders, and Bank
One Capital Markets, Inc. as Lead Arranger and Sole Book Runner
(Incorporated herein by reference to Exhibit 10.50 of
Xxxxx/Xxxxxx' Annual Report on Form 10-K, File No. 000-24769,
filed with the SEC on March 29, 2000).
*10.51 First Amendment to Amended and Restated Credit Agreement as of
August 23, 2000 by and among Xxxxx/Xxxxxx, Inc., Bank One,
Texas, N.A. as administrative agent for itself and other
designated lenders.
23.1 Consent of experts, Ernst & Young LLP to the incorporation by
reference in the Registration Statement (Form S-8 No. 33-68163_
pertaining to the Employees' Savings Plan Statement of
Xxxxx/Xxxxxx Holdings, Inc. and in the Registration Statement
(Form S-3 No. 33-46104) of Xxxxx/Xxxxxx Holdings, Inc. and in
the related Prospectus of their report dated February 23, 2001,
with respect to the consolidated financial statements of
Xxxxx/Xxxxxx Holdings, Inc. included in this Annual Report
(Form 10-K) for the year ended December 31, 2000.
_______________
*filed herewith
