EXHIBIT "99.2"
OPTION AGREEMENT
THIS OPTION AGREEMENT, dated September 15, 1995 is entered
into by and between State Street Boston Corporation, a Massa-
chusetts corporation with its principal offices located at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Seller") and
Xxxxxxxxx Financial Corporation, a Missouri corporation with
its principal offices located at 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxx Xxxx, Xxxxxxxx 00000 (the "Buyer").
WHEREAS, the Seller owns 699,000 fully paid and non-
assessable shares of common stock of UMB Financial Corporation
(the "Shares"); and
WHEREAS, the Seller wishes to enter into an option
arrangement with the Buyer, and the Buyer wishes to enter into
an option arrangement with the Seller, with respect to the
Shares upon the terms and conditions as set forth in this
Agreement;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Option Arrangement.
a. Put and Call Options. It is agreed that the
Buyer shall have the right to purchase from the Seller a
block of 233,000 of the Shares on each of December 22,
1995, March 22, 1996, and June 21, 1996 at a price of
$39.00 per share (the "Call Option"). In order to
exercise a Call Option, the Buyer must provide written
notice to the Seller of such intent at least ten business
days prior to the specified date of the transfer of the
stock as set forth in this paragraph.
In the event that the Buyer does not exercise a Call
Option as set forth above, the Seller shall have the right
to sell to the Buyer a block of 233,000 of the Shares on
each of December 22, 1995, March 22, 1996, and June 21,
1996 at a price of $39.00 per share (the "Put Option").
In order to exercise a Put Option, the Seller must provide
written notice to the Buyer of such intent at least five
business days prior to the specified date of the transfer
of the stock as set forth above.
The parties understand and agree that the value of
the Put Option and Call Option are equal and that no
further consideration is required with respect to the
granting of the Put Option and Call Option.
In the event of any change in the Shares by reason of
stock dividend, stock split, merger, recapitalization,
subdivision, conversion, combination, exchange of shares
or similar transaction, the type and number of shares or
securities to be delivered by Seller pursuant to this
Agreement shall be adjusted appropriately and equitably,
and proper and equitable provision shall be made so that
Seller shall receive upon exercise of the Put Option or
Call Option, as the case may be, the amount of cash to
which it was entitled, and the Buyer shall receive the
number and class of shares or other securities or property
that Buyer would have held or been entitled to receive
immediately after such event, if the Put option or Call
Option, as the case may be, had been exercised and the
transfer effected immediately prior to such event, or
immediately prior to the record date for a stock split or
stock dividend, as applicable.
b. Trade Execution; Defaults. On each date that
any portion of the Shares is transferred from Seller to
Buyer, the Buyer shall pay to the Seller the aggregate
purchase price for that portion of the Shares in immedi-
ately available funds by wire transfer to a bank account
designated by the Seller. Simultaneously with the
delivery of immediately available funds as set forth in
the preceding sentence, the Seller shall execute all
documents necessary to effect the transfer of the relevant
portion of the Shares to the Buyer which shares shall be
free and clear of any and all liens, claims, charges and
encumbrances of any kind whatsoever created or suffered by
Seller, excepting any such liens or claims which arise
under applicable federal or state securities laws.
If Seller defaults in its performance of its obliga-
tions hereunder and fails to cure any such default within
five (5) days of the receipt of written notice of such
default from Buyer, then Seller's Put Option shall
terminate and be of no further force and effect. If Buyer
defaults in its performance of its obligations hereunder
and fails to cure any such default within five (5) days of
receipt of written notice of such default from Seller,
then Buyer's Call Option shall terminate and be of no
further force or effect.
2. Representations and Warranties.
a. Seller's Representations and Warranties. The
Seller hereby represents and warrants to the Buyer as
follows:
i. The Seller is a corporation duly orga-
nized, validly existing and in good standing un-
der the laws of the Commonwealth of Massachusetts,
and has full power and authority to carry on its
business as now conducted, and to own its assets,
property and business.
ii. All corporate and other proceedings re-
quired to be taken by or on behalf of the Seller to
authorize the Seller to enter into and carry out
this Agreement have been duly and properly taken,
and this Agreement has been duly executed and deliv-
ered by Seller, and constitutes a legal, valid and
binding agreement of Seller.
iii. The execution and delivery of this Agree-
ment and the consummation of the transactions con-
templated hereby do not and will not result in a
default under, or violate, the Articles or By-Laws
of the Seller, or any agreement to which Seller is a
party or any law or regulation to which Seller is
subject.
b. Buyer's Representations and Warranties. The
Buyer hereby represents and warrants to the Seller as
follows:
i. The Buyer is a corporation duly organized,
validly existing and in good standing under the laws
of the State of Missouri, and has full power and
authority to carry on its business as now conducted,
and to own its assets, property and business.
ii. All corporate and other proceedings re-
quired to be taken by or on behalf of the Buyer to
authorize the Buyer to enter into and carry out this
Agreement have been duly and properly taken, and
this Agreement has been duly executed and delivered
by Buyer and constitutes a legal, valid and binding
agreement of Buyer.
iii. The execution and delivery of this Agree-
ment and the consummation of the transactions con-
templated hereby do not and will not result in a
default under, or violate, the Articles or By-Laws
of Buyer, or any agreement to which Buyer is a party
or any law or regulation to which Buyer is subject.
iv. The Buyer further represents and warrants
to the Seller that it intends to acquire and hold
the Shares for investment, and not with a view to
the distribution thereof, and that it will not
transfer any of the Shares in violation of the
provisions of any applicable securities laws or
regulations, including Rule 144 under the Securities
Act of 1933.
v. The Buyer represents and agrees that it
shall be responsible for all transfer taxes, regis-
tration fees, listing fees, and similar fees and
expenses incurred in connection with the purchase of
all or any portion of the Shares.
3. Regulatory Filings.
In connection with the consummation of the transactions
contemplated by this Agreement, the Buyer represents and
warrants that it promptly will make all required or appropriate
notices and filings with all federal and state regulatory and
governmental authorities. Although the Seller shall cooperate
in providing information or other reasonable assistance in
connection with any such filings and notices, it is expressly
understood and agreed that such filings and notices, to the
extent that they are triggered by or otherwise arise by reason
of the Buyer's acquisition or proposed acquisition of the
Shares, shall be the sole responsibility and expense of the
Buyer, and the Seller shall not be liable for, and Buyer shall
indemnify Seller with respect to, any claims, losses, penalties
or other costs or expenses which may result from the failure to
comply with any such filing or notice requirements. In the
event that any federal or state regulatory or governmental
authority shall fail to approve or otherwise determine that
Buyer is not permitted to consummate the purchase of any
portion of the Shares as contemplated herein, Buyer shall be
relived of any obligation to purchase such Shares under this
Agreement.
4. Miscellaneous.
a. Termination and Amendment. This Agreement may
not be terminated, nor may any provision of this Agreement
be amended, unless agreed to in writing by the parties
hereto.
b. Notices. All notices and other communications
provided for hereunder shall be in writing (including
telecopy) and, if to Seller, either mailed, telecopied,
couriered or delivered to it at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxx X. Xxxxx,
or, if to Buyer, either mailed, telecopied, couriered or
delivered to it at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxxxx. All
such notices and other communications shall, when mailed,
be effective on the first Business Day after the date of
receipt.
c. Severability. To the extent possible, each
provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law,
but if any provision is held to be invalid, illegal or
unenforceable, that provision will be ineffective only to
the extent of such invalidity, illegality or unenforce-
ability, without rendering invalid, illegal or unenforce-
able the remainder of any such provision or the remaining
provisions of this Agreement.
d. Waiver. A waiver by Seller or Buyer of any term
or provision of this Agreement will not be considered a
waiver of that term or provision at any other time, or of
any other term or provision.
e. Assignment. Neither Seller nor Buyer may assign
or transfer its rights or obligations under this Agreement
to any other person without the other party's prior
written consent.
f. Entire Agreement and Governing Law. This
Agreement constitutes the entire agreement between the
parties and supersedes any prior agreements or representa-
tions relating to the sale of the Shares and may not be
contradicted by evidence of prior, contemporaneous or
subsequent oral agreements. This Agreement shall be
governed by the laws of the Commonwealth of Massachusetts,
without regard to any applicable conflicts of laws
principles.
g. Counterparts. This Agreement may be executed in
counterparts all of which shall be considered one and the
same agreements and shall become effective when counter-
parts have been signed by each of the parties and deliv-
ered to the other party, it being understood that all
parties need not sign the same counterpart.
IN WITNESS WHEREOF, Seller and Buyer have caused this
Agreement to be duly executed as of the date first written
above.
SELLER:
STATE STREET BOSTON CORPORATION
By: /s/ XXXXX X. XXXXX
Title: Vice Chairman
BUYER:
XXXXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXXXX
Title: Chairman
