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VOTING AGREEMENT
This Voting Agreement dated as of March 20, 1997 is entered
into between RELIANCE FINANCIAL, INC. ("Reliance"), and the
undersigned shareholder ("Shareholder") of ALLEGIANT BANCORP, INC.
("Allegiant").
WHEREAS, Reliance and Allegiant have proposed to enter into an
Agreement and Plan of Merger (the "Agreement"), dated as of the
date hereof, which contemplates the acquisition by Allegiant of
100% of the common stock of Reliance by means of a merger of
Reliance with and into Allegiant (the "Merger"); and
WHEREAS, Reliance is willing to execute the Agreement, only if
Shareholder enters into this Voting Agreement; and
WHEREAS, the Shareholder believes that the Merger is in his
best interest and the best interest of Allegiant.
NOW, THEREFORE, in consideration of the premises, Shareholder
hereby agrees as follows:
1. Voting Agreement. Shareholder shall vote, or cause
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to be voted, all of the shares of common stock, $0.01 par value, of
Allegiant ("Allegiant Common Stock") he now or hereafter owns and
over which he now has, or prior to the record date for voting at
the Meeting (as hereinafter defined) acquires, voting control in
favor of approving the Agreement and the transactions contemplated
thereby at the meeting of shareholders of Allegiant to be called
for such purpose (the "Meeting").
2. Transfers Subject to Agreement. Shareholder shall
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not transfer his shares of Allegiant Common Stock unless the
transferee, prior to such transfer, executes a voting agreement
with respect to the transferred shares substantially to the effect
of this Voting Agreement and reasonably satisfactory to Reliance.
3. No Ownership Interest. Nothing contained in this
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Voting Agreement shall be deemed to vest in Reliance any direct or
indirect ownership or incidence of ownership of or with respect to
any shares of Allegiant Common Stock. All rights, ownership and
economic benefits of and relating to the shares of Allegiant Common
Stock shall remain and belong to Shareholder and Reliance shall
have no authority to manage, direct, superintend, restrict,
regulate, govern or administer any of the policies or operations of
Allegiant or exercise any power or authority to direct Shareholder
in the voting of any of his shares of Allegiant Common Stock,
except as otherwise expressly provided herein, or the performance
of his duties or responsibilities as a director of Allegiant.
4. Amendment and Modification. This Voting Agreement
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may be amended, modified or supplemented at any time by the written
approval of such amendment, modification or supplement by
Shareholder and Reliance.
5. Entire Agreement. This Voting Agreement evidences
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the entire agreement among the parties hereto with respect to the
matters provided for herein and there are no agreements,
representations or warranties with respect to the matters provided
for herein other than those set forth herein and in the Agreement.
This Voting Agreement supersedes any agreements between Allegiant
and the Shareholder concerning the Agreement.
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6. Severability. The parties agree that if any
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provision of this Voting Agreement shall under any circumstances be
deemed invalid or inoperative, this Voting Agreement shall be
construed with the invalid or inoperative provisions deleted and
the rights and obligations of the parties shall be construed and
enforced accordingly.
7. Specific Performance. The parties hereto agree that
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if for any reason the Shareholder shall have failed to perform his
obligations under this Voting Agreement, then Reliance shall be
entitled to specific performance and injunctive and other equitable
relief, and the Shareholder further agrees to waive any requirement
for the securing or posting of any bond in connection with the
obtaining of any such injunctive or other equitable relief. This
provision is without prejudice to any other rights that Reliance
may have against the Shareholder for any failure to perform his
obligations under this Voting Agreement.
8. Counterparts. This Voting Agreement may be executed
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in two counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
9. Governing Law. The validity, construction,
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enforcement and effect of this Voting Agreement shall be governed
by the internal laws of the State of Missouri, without regard to
its conflicts of law principles.
10. Headings. The headings for the paragraphs of this
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Voting Agreement are inserted for convenience only and shall not
constitute a part hereof or affect the meaning or interpretation of
this Voting Agreement.
11. Termination. This Voting Agreement shall terminate
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upon the consummation of the Merger, termination of the Agreement
or abandonment of the Merger by the mutual agreement of Reliance
and Allegiant, whichever comes first.
12. Successors. This Voting Agreement shall be binding
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upon and inure to the benefit of Reliance and its successors, and
Shareholder, the Shareholder's executors, personal representatives,
administrators, heirs, legatees, guardians or other legal
representatives. This Voting Agreement shall survive the death or
incapacity of Shareholder. This Voting Agreement may be assigned
by Reliance only to an affiliate of Reliance.
RELIANCE FINANCIAL, INC.
By: _________________________________________
Xxxx X. Xxxxxx
President and Chief Executive Officer
SHAREHOLDER
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Name (printed):______________________________
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