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Exhibit 2.4
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VOTING AGREEMENT
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This Voting Agreement dated as of ---------------, 1995 is entered
into between Mercantile Bancorporation Inc. ("Mercantile") and the undersigned
shareholder ("Shareholder") of Security Bank of Xxxxxx, F.S.B. ("SBC").
WHEREAS, SBC and Mercantile have proposed to enter into an
Agreement and Plan of Reorganization (the "Agreement"), dated as of today,
which contemplates the acquisition by Mercantile of 100% of the common stock
of SBC (the "SBC Stock") by means of a merger between SBC and a wholly-owned
subsidiary of Mercantile (the "Merger"); and
WHEREAS, Mercantile is willing to expend the substantial time,
effort and expense necessary to implement the Merger, only if Shareholder
enters into this Voting Agreement; and
WHEREAS, Shareholder believes that the Merger is in her best
interest and the best interest of SBC;
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 SBC Stock she now or hereafter owns and over
which she now has, or prior to the record date for voting at the Meeting (as
hereinafter defined) acquires, voting control in favor of the Merger at the
meeting of stockholders of SBC to be called for the purpose of approving the
Merger (the "Meeting").
2. No Competing Transaction. Shareholder shall not
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vote any of her shares of SBC Stock in favor of any other merger or sale of
all or substantially all the assets of SBC to any person other than Mercantile
or its affiliates until the consummation of the Merger, the termination of the
Agreement, or the abandonment of the Merger by the mutual agreement of SBC and
Mercantile, whichever occurs first.
3. Transfers Subject to Agreement. Shareholder shall
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not transfer her shares of SBC 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 Mercantile.
4. No Ownership Interest. Nothing contained in this
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Voting Agreement shall be deemed to vest in Mercantile any direct or indirect
ownership or incidence of ownership of or with respect to any shares of SBC
Stock. All rights, ownership and economic benefits of and relating to the
shares of SBC Stock shall remain and belong to Shareholder, and Mercantile
shall have no authority to manage, direct, superintend, restrict, regulate,
govern or administer any of the policies or operations of SBC or exercise any
power or authority to direct Shareholder in the voting of any of her shares of
SBC Stock, except as otherwise expressly provided herein.
5. Evaluation of Investment. Shareholder, by reason of
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her knowledge and experience in financial and business matters, believes
herself capable of evaluating the merits and risks of the potential investment
in common stock of Mercantile, $5.00 par value ("Mercantile Common Stock"),
contemplated by the Agreement.
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6. Documents Delivered. Shareholder acknowledges
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having reviewed the Agreement and its attachments and that reports, proxy
statements and other information with respect to Mercantile filed with the
Securities and Exchange Commission (the "Commission") were, prior to its
execution of this Voting Agreement, available for inspection and copying at
the offices of the Commission and that Mercantile delivered the following such
documents to SBC:
(a) Mercantile's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) Mercantile's Annual Report to Shareholders for the
year ended December 31, 1994;
(c) Mercantile's Current Reports on Form 8-K filed on May
12, 1995 and May 31, 1995;
(d) Mercantile's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and
(e) Mercantile's Amendment #1 to the Annual Report on Form
10-K/A filed on June 29, 1995.
7. 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 Mercantile.
8. 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 SBC and Shareholder concerning the Merger, disposition or
control of the SBC Stock.
9. Severability. The parties hereto 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.
10. 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.
11. 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.
12. 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.
13. Termination. This Voting Agreement shall terminate
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upon the consummation of the Merger, the termination of the Agreement, or the
abandonment of the Merger by the mutual agreement of SBC and Mercantile,
whichever occurs first.
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14. Successors. This Voting Agreement shall be binding
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upon and inure to the benefit of Mercantile and its successors, and
Shareholder, such Shareholder's respective executors, personal
representatives, administrators, heirs, legatees, guardians and other legal
representatives. This Voting Agreement shall survive the death or incapacity
of Shareholder. This Voting Agreement may be assigned by Mercantile only to
an affiliate of Mercantile.
"MERCANTILE"
MERCANTILE BANCORPORATION INC.
By:
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Xxxx X. Xxxx
Executive Vice President
"SHAREHOLDER"
By:
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