Exhibit V
IRREVOCABLE STOCKHOLDERS' VOTING AGREEMENT AND PROXY
Agreement made this 16th day of July, 2001, by and among
Xxxxxxx X. Xxxx, an individual ("PGR"), Xxxxxxx X. Xxxx, an individual ("SWR"),
Xxxxxxx X. Xxxx, Xx., an individual ("PGR, JR."), Xxxxxx X.X. Xxxx, an
individual ("RJWR"), the Xxxxxxx X.X. Xxxx Living Trust dated July 13, 2001
("CMWR"), the Xxxxxxx X. Xxxx Living Trust dated July 10, 2001 (the "PGR
TRUST"), the Xxxxxxx X. Xxxx Living Trust dated July 10, 2001 (the "SWR TRUST"),
the 2001 Xxxx Annuity Trust dated April 20, 2001 (the "2001 TRUST") and the
Family GST Trust under PGR 2000 Trust dated November 22, 2000 (the "2000
TRUST"). PGR, Jr., RJWR and CMWR, together with any person who may become
subject to this Agreement pursuant to SECTION 3 or SECTION 4(c), are referred to
herein as the "SUBJECT STOCKHOLDERS." PGR, SWR, PGR, Jr., RJWR, CMWR, the PGR
Trust, the SWR Trust, the 2001 Trust and the 2000 Trust, each as holders of
common stock, par value $1.00 ("AON COMMON STOCK"), of Aon Corporation, a
Delaware corporation ("AON"), are referred to in this Agreement collectively as
the "XXXX FAMILY STOCKHOLDERS."
RECITALS:
WHEREAS, Aon, Holdco #1, Inc., a Delaware corporation and a
wholly-owned subsidiary of Aon, Holdco #2, Inc., a Delaware corporation and a
wholly-owned subsidiary of Aon, Xxxx Holding Corporation of Illinois, a Delaware
corporation, Xxxx Enterprises Corporation of Illinois, a Delaware corporation,
and the Xxxx Family Members are parties to that certain Agreement and Plan of
Merger dated July 16, 2001 (the "MERGER AGREEMENT");
WHEREAS, the Xxxx Family Stockholders desire that each Subject
Stockholder vote all shares of Aon Common Stock which such Subject Stockholder
beneficially owns and/or over which such Subject Stockholder otherwise has
voting control (the "SUBJECT SHARES"), in the same manner in which PGR votes all
shares of Aon Common Stock which he at any time beneficially owns and, except
for the Subject Shares, shares of Aon Common Stock over which he otherwise has
voting control (the "PGR SHARES"); and
WHEREAS, the Xxxx Family Stockholders desire that the
outstanding shares of Aon Common Stock they own (the "XXXX FAMILY SHARES") of
Aon Common Stock be subject to certain transfer restrictions.
NOW THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. VOTING OF SHARES AND PROXY.
(a) With respect to any and all matters submitted to Aon's
stockholders for approval (whether at a meeting or by written consent in lieu of
a meeting) each Subject Stockholder agrees to vote or cause to be voted the
Subject Shares owned or otherwise controlled by such person in the same manner
in which PGR votes the PGR Shares or as otherwise directed by PGR.
(b) Each of the Subject Stockholders hereby irrevocably
appoints PGR, with full power of substitution, the proxy of such Subject
Stockholder to vote the Subject Shares that such Subject Stockholder is entitled
to vote in accordance with the voting agreements set forth in SECTION 1(a)
above, for and in the name, place and stead of such Subject Stockholder, at any
annual, special or other meeting of the stockholders of Aon and at any
adjournments thereof or pursuant to any consent in lieu of a meeting, or
otherwise, in respect of any matter that is properly brought before the
stockholders of Aon for action. Each Subject Stockholder agrees that the proxy
granted pursuant to this SECTION 1(b) is coupled with an interest sufficient in
law to support an irrevocable power.
2. SHARES. The Xxxx Family Shares shall include any shares of Aon
Common Stock subsequently acquired by any Xxxx Family Stockholder, however
acquired, including stock splits and stock dividends.
3. ADDITIONAL SUBJECT STOCKHOLDERS.
(a) If PGR ceases to be a trustee of the PGR Trust, the PGR
Trust shall thereupon become a Subject Stockholder and the Xxxx Family Shares
owned or otherwise controlled by the PGR Trust shall become Subject Shares. As a
Subject Stockholder, the PGR Trust shall be bound by the provisions of SECTIONS
1(a) and 1(b) hereof.
(b) If neither PGR nor SWR continues to be is a trustee of the
SWR Trust, the SWR Trust shall thereupon become a Subject Stockholder and the
Xxxx Family Shares owned or otherwise controlled by the SWR Trust shall become
Subject Shares. As a Subject Stockholder, the SWR Trust shall be bound by the
provisions of SECTIONS 1(a) and 1(b) hereof.
(c) If SWR ceases to be a trustee of the 2001 Trust, the 2001
Trust shall thereupon become a Subject Stockholder and the Xxxx Family Shares
owned or otherwise controlled by the 2001 Trust shall become Subject Shares. As
a Subject Stockholder, the 2001 Trust shall be bound by the provisions of
SECTIONS 1(a) and 1(b) hereof.
(d) If SWR ceases to be a trustee of the 2000 Trust, the 2000
Trust shall thereupon become a Subject Stockholder and the Xxxx Family Shares
owned or otherwise controlled by the 2000 Trust shall become Subject Shares. As
a Subject Stockholder, the 2000 Trust shall be bound by the provisions of
SECTIONS 1(a) and 1(b) hereof.
(e) If the Xxxx Family Shares owned or controlled by SWR (the
"SWR SHARES") cease to be owned or controlled by SWR by reason of her death,
thereupon SWR Shares shall thereupon become Subject Shares and the Person (as
defined in SECTION 4(e)(iv) below) who becomes the beneficial owner or obtains
voting control of the SWR Shares (through bequest or otherwise) shall become a
Subject Shareholder. Such Person, if not already a party to this Agreement,
shall be required to execute a counterpart of this Agreement and shall be bound
by the provisions of SECTION 1(a) and 1(b) hereof.
4. TRANSFERS OF RIGHTS.
(a) A Xxxx Family Stockholder may not Transfer any of its Xxxx
Family Shares, directly or indirectly, except upon compliance with the terms of
this SECTION 4.
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(i) Except as provided in SECTION 4(b) or (c), if any Xxxx
Family Stockholder desires to Transfer any of its Xxxx Family Shares
(such Xxxx Family Stockholder being herein referred to herein as the
"XXXX FAMILY TRANSFEROR MEMBER") to any Person, the Xxxx Family
Transferor shall promptly furnish to all other Xxxx Family
Stockholders, a notice (the "NOTICE OF TRANSFER") of such desire to
Transfer such Xxxx Family Shares and (A) if a BONA FIDE offer has been
made to purchase such Xxxx Family Shares, the BONA FIDE offered price
for such Xxxx Family Shares proposed to be Transferred, the method of
payment of such offered price, the identity of the prospective
purchaser or purchasers (the "PROPOSED PURCHASER") and all other
pertinent terms and conditions of such BONA FIDE offer or (B) if the
proposed Transfer is to other than a Person making a BONA FIDE offer to
purchase the Xxxx Family Shares, the Fair Market Value of the Xxxx
Family Shares and the identity of the proposed transferees.
(ii) For a period of 5 days commencing on the date of delivery
of the Notice of Transfer, the Xxxx Family Stockholders shall have the
right to purchase all or any portion of the Xxxx Family Shares proposed
to be transferred on the same terms as set forth in the Notice of
Transfer; PROVIDED, HOWEVER, that the price for such Xxxx Family Shares
shall be equal to the greater of (i) the Fair Market Value of such Xxxx
Family Shares and (ii) price set forth in the Notice of Transfer. The
specific portion of such Xxxx Family Shares which each Xxxx Family
Stockholder shall be so entitled to purchase shall be determined on a
PRO RATA basis in proportion to the respective Xxxx Family Shares owned
by each Xxxx Family Stockholder desiring to purchase the Xxxx Family
Shares available for purchase. If any Xxxx Family Stockholder desires
to purchase the Xxxx Family Shares, it shall give notice of such desire
to the Xxxx Family Transferor and the other Xxxx Family Stockholders
confirming such desire. If any Xxxx Family Stockholder does not
purchase its full PRO RATA share of any such Xxxx Family Shares
proposed to be Transferred, such unpurchased Xxxx Family Shares shall
be offered by the Xxxx Family Transferor to the Xxxx Family
Stockholders subscribing to purchase Xxxx Family Shares on a PRO RATA
basis on similar terms of purchase.
(iii) If the Xxxx Family Stockholders do not purchase, in
accordance with the provisions of clause (ii) above, all of the Xxxx
Family Shares proposed to be Transferred by the Xxxx Family Transferor,
then for an additional period of 3 days commencing on the earlier of
the date that (A) the Xxxx Family Stockholders' right to purchase such
Xxxx Family Shares has expired or the Xxxx Family Stockholders notify
the Xxxx Family Transferor in writing that the Xxxx Family Stockholders
have determined not to exercise such right or (B) the Xxxx Family
Stockholders each notify the Xxxx Family Transferor in writing of their
collective intent to exercise such right only with respect to a portion
of such Xxxx Family Shares, the Xxxx Family Affiliates shall have the
right to purchase all or any portion of the Xxxx Family Shares not so
purchased by the Xxxx Family Stockholders on the same terms and
conditions and at the same price at which the Xxxx Family Stockholders
were so entitled to purchase such Xxxx Family Shares remaining for
purchase. The specific portion of such Xxxx Family Shares which
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each Xxxx Family Affiliate shall be so entitled to purchase shall be
determined by SWR. If any Xxxx Family Affiliate desires to purchase the
Xxxx Family Shares, it shall give notice of such desire to the Xxxx
Family Transferor and the Xxxx Family Stockholders confirming such
desire.
(iv) The closing of any purchase by the Xxxx Family
Stockholders or any Xxxx Family Affiliates (each a "XXXX FAMILY
PURCHASER") of any offered Xxxx Family Shares as provided in this
SECTION 4(a) shall take place on such date as designated by such Xxxx
Family Purchaser occurring within 10 days after receipt by the Xxxx
Family Transferor of notice from such Xxxx Family Purchaser of the
exercise of such Xxxx Family Purchaser's right to purchase hereunder.
At the closing of any purchase of the Xxxx Family Shares, the Xxxx
Family Transferor will transfer, assign and deliver, or cause to be
transferred, assigned and delivered to the Xxxx Family Purchaser any
certificates or other evidence representing the Xxxx Family Shares
being purchased, duly endorsed or accompanied by transfer powers duly
executed by the Xxxx Family Transferor or his duly appointed legal
representative or authorized agent with such signature thereon duly
guaranteed. Upon the delivery of and payment for the Xxxx Family Shares
as contemplated in this Agreement, the Xxxx Family Purchaser shall
receive good title to such Xxxx Family Shares free and clear of any
lien, claim, equity or encumbrance of any nature whatsoever. Upon
request by the Xxxx Family Purchaser, the Xxxx Family Transferor shall
deliver an opinion of counsel, reasonably acceptable to the Xxxx Family
Purchaser, as to the matters contained in the preceding sentence and as
to such other matters as the Xxxx Family Purchaser may reasonably
request.
(v) If, after compliance with the foregoing provisions of this
SECTION 4(a) the Xxxx Family Stockholders and the Xxxx Family
Affiliates, taken together, fail to purchase all of the Xxxx Family
Shares proposed to be Transferred by the Xxxx Family Transferor, then
for a period of 15 days commencing on the date that none of Xxxx Family
Stockholders or any Xxxx Family Affiliates remain entitled to exercise
their respective rights to purchase any offered Xxxx Family Shares in
accordance with the foregoing provisions of this SECTION 4(a)(i), the
Xxxx Family Transferor may Transfer any of the Xxxx Family Shares
described in the Notice of Transfer which the Xxxx Family Stockholders
or any Xxxx Family Affiliates are not purchasing; PROVIDED, HOWEVER,
that any such Transfer must be made upon the terms and conditions set
forth in the Notice of Transfer, except that the price shall be equal
to the greater of (i) the Fair Market Value of such Xxxx Family Shares
on the date of such Transfer and (ii) price set forth in the Notice of
Transfer. All Xxxx Family Shares so Transferred shall no longer be
subject to this Agreement. If the Xxxx Family Transferor shall not
consummate the Transfer of such remaining Xxxx Family Shares within
such 15-day period, such Xxxx Family Shares shall remain subject to the
provisions of this Agreement and the Xxxx Family Transferor shall not
thereafter Transfer any such Xxxx Family Shares to any Person without
again first complying with all of the provisions of this Agreement.
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(b) Notwithstanding anything contained herein to the contrary,
a Xxxx Family Stockholder may Transfer Xxxx Family Shares to any other Xxxx
Family Stockholder without complying with the provisions of SECTION 4(a).
(c) Notwithstanding anything contained herein to the contrary,
a Xxxx Family Stockholder may Transfer Xxxx Family Shares to any Xxxx Family
Affiliate or organization that qualifies as a tax exempt organization pursuant
to 501(c)(3) of the Internal Revenue Code of 1986 without complying with the
provisions of SECTION 4(a); PROVIDED, HOWEVER, that such Xxxx Family Affiliate
or organization shall sign a counterpart of this Agreement, agreeing to be a
Subject Shareholder bound by the provisions hereof; PROVIDED, FURTHER, that if a
person or entity constitutes a Xxxx Family Affiliate solely because of a spousal
relationship involving a lineal descendant of PGR or SWR (a "MARRIAGE
AFFILIATE"), (i) such Marriage Affiliate must deliver a Notice of Transfer
within 30 days (or, if such Marriage Affiliate shall fail to deliver such Notice
of Transfer within such 30 day period, any Xxxx Family Stockholder may deliver
on such Marriage Affiliate's behalf) of (A) the death or divorce of such lineal
descendant with respect to all Xxxx Family Shares owned by such Marriage
Affiliate immediately prior to such death or divorce and (B) the receipt of any
Xxxx Family Shares by such Marriage Affiliate as a result of such death or
divorce with respect to such Xxxx Family Shares so received, (ii) the Xxxx
Family Shares subject to a Notice of Transfer required by (i) shall be
considered the subject of a proposed Transfer at the Fair Market Value, and
(iii) SECTION 4(a) shall apply to all such Xxxx Family Shares subject to a
Notice of Transfer required by (i) EXCEPT that a period of 60 days shall be
substituted for any reference to a period of days in such SECTION 4(a).
(d) Notwithstanding anything contained herein to the contrary,
a Xxxx Family Stockholder may pledge, hypothecate or encumber Xxxx Family
Shares, to the extent such pledge, hypothecation or encumbrance is made to a
party pursuant to a bona fide pledge, hypothecation or encumbrance of such Xxxx
Family Shares as collateral security for indebtedness due to such party (the
"BONA FIDE PLEDGEE"), PROVIDED that (i) upon any release or termination of such
pledge, hypothecation or encumbrance, such shares shall continue to constitute
Xxxx Family Shares and the holder of such Xxxx Family Shares shall be subject to
the terms of this Agreement and (ii) in the event of foreclosure or other
similar action (including, with respect to indebtedness incurred pursuant to a
loan agreement or credit facility entered into on or prior to the date of this
Agreement, any other sale or transfer of such shares at a time when the lender
is entitled to exercise its right to foreclose and sell such pledged shares
under the terms and conditions of the pledge, security or similar agreement
related to such loan agreement or credit facility where the proceeds therefrom
will be used to satisfy such indebtedness (and costs and expenses payable by the
borrower pursuant to such loan agreement or credit facility) upon a default of
the borrower's obligations under the terms of such loan agreement or credit
facility) by the Bona Fide Pledgee, any such pledged shares may be transferred
in any manner permitted by law free and clear of all terms, conditions and
restrictions contained in this Agreement.
(e) (i) The "FAIR MARKET VALUE" of a Xxxx Family Share shall
be the average of the per share daily prices on the New York Stock Exchange of
Aon Common Stock as reported in the New York Stock Exchange Composite
Transactions (on the Transaction Reporting System operated by the Consolidated
Tape Association) during the 20 consecutive trading days ending on the day prior
to (i) Notice of the Transfer in the case of a Xxxx Family
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Stockholder or Xxxx Family Affiliate, or (ii) consummation of a Transfer to
any other Person pursuant to SECTION 4(a)(v) above.
(i) "XXXX FAMILY AFFILIATE" means (A) PGR, SWR and any of the
lineal descendants, spouses of lineal descendants and lineal
descendants of such spouses, including adoptive children of each of
such persons, of PGR or SWR, (B) the custodian under any Uniform
Transfers to Minors Act or similar law for a minor who is a person
described in (A), (C) a trust (including a voting trust) of which one
or more persons described in (A) or organizations that qualify as a tax
exempt organization pursuant to 501(c)(3) of the Internal Revenue Code
of 1986 are the primary beneficiaries, (D) a corporation of which one
or more Xxxx Family Affiliates collectively beneficially own a majority
of the combined voting power of the outstanding capital stock entitled
to vote for the election of directors, a partnership of which one or
more Xxxx Family Affiliates collectively beneficially own a majority of
the partnership interests entitled to participate in the management of
the partnership, a member managed limited liability company of which
one or more Xxxx Family Affiliates collectively beneficially own a
majority of the outstanding member interests entitled to participate in
the management of the limited liability company, or a manager managed
limited liability company of which a majority of the managers entitled
to participate in decisions with respect to the voting or disposition
by the limited liability company of the Restricted Shares (as defined
in the Stock Restriction Agreement) are Xxxx Family Affiliates, (E) the
estate of a person described in (A), or the executor, administrator or
personal representative of the estate of a person described in (A), (F)
the guardian, conservator, or custodian of a person described in (A)
adjudged disabled by a court of competent jurisdiction, (G) a nominee
of a person described in (A), provided such person described in (A)
possesses the power to direct the voting and disposition of the
Restricted Shares placed in the nominee's name, and (H) any
organization that qualifies as a tax exempt organization pursuant to
501(c)(3) of the Internal Revenue Code of 1986 who receives Restricted
Shares.
(ii) "TRANSFER" means any change in the record or beneficial
ownership of any Xxxx Family Share, whether made voluntarily or
involuntarily by operation of law.
(iii) "PERSON" means any general partnership, limited
partnership, corporation, limited liability company, joint venture,
trust, business trust, governmental agency, cooperative, association,
individual or other entity, and the heirs, executors, administrations,
legal representatives, successors and assigns of such person, as the
context may require.
(f) No provision of this SECTION 4 shall be interpreted in any
manner to limit, restrict or curtail the rights and obligations set forth in the
Stock Restriction Agreement (as defined in the Merger Agreement) of any of the
parties hereto or thereto.
5. TERMINATION. This Agreement shall terminate in its entirety on the
death of PGR.
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6. LEGEND. The Xxxx Family Stockholders acknowledge that the
certificates representing the Xxxx Family Shares shall contain the legend in
Section 2.3(c) of the Merger Agreement.
7. GENERAL.
(a) SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
(b) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT
APPLICATION TO THE PRINCIPLES OF CONFLICTS OF LAWS.
(c) DISPUTE RESOLUTION. The parties agree that any and all
disputes, claims or controversies arising out of or relating to this Agreement
that are not resolved by their mutual agreement shall be submitted to final and
binding arbitration before JAMS, or its successor, pursuant to the United States
Arbitration Act, 9 U.S.C. Sec. 1 et seq. Any party may commence the arbitration
process called for in this Agreement by filing a written demand for arbitration
with JAMS, with a copy to the other party. The arbitration will be conducted in
accordance with the provisions of JAMS' Comprehensive Arbitration Rules and
Procedures in effect at the time of filing of the demand for arbitration. The
parties will cooperate with JAMS and with one another in selecting an arbitrator
from JAMS' panel of neutrals, and in scheduling the arbitration proceedings. The
parties covenant that they will participate in the arbitration in good faith,
and that they will share equally in its costs. The provisions of this Section
may be enforced by any court of competent jurisdiction, and the party seeking
enforcement shall be entitled to an award of all costs, fees and expenses,
including attorneys fees, to be paid by the party against whom enforcement is
ordered.
NOTICE: BY SIGNING THIS AGREEMENT, EACH PARTY IS AGREEING TO HAVE ALL DISPUTES,
CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY
NEUTRAL ARBITRATION, AND EACH PARTY IS GIVING UP ANY RIGHTS SUCH PARTY MIGHT
POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY SIGNING
THIS AGREEMENT, EACH PARTY IS GIVING UP SUCH PARTY'S JUDICIAL RIGHTS TO
DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED
FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER
AGREEING TO THIS PROVISION, SUCH PARTY MAY BE COMPELLED TO ARBITRATE UNDER
FEDERAL OR STATE LAW. EACH PARTY'S AGREEMENT TO THIS ARBITRATION PROVISION IS
VOLUNTARY.
(d) COUNTERPARTS. This Agreement may be executed in one or any
number of counterparts, each of which, once so executed, shall be deemed to be
an original, and such counterparts together shall constitute and be one and the
same instrument binding on all the parties hereto. This Agreement may be
executed by facsimile signature and a facsimile signature shall constitute an
original signature for all purposes.
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(e) INTERPRETATION OF CERTAIN TERMS. Any words herein used in
the singular shall denote the plural as the context so requires and, when used
herein in the plural shall denote the singular as the context so requires.
Pronouns used herein, whether masculine, feminine, or neuter, shall be
interpreted as the context so requires. The word "including" shall mean
"including, without limitation," and thus indicate part of a larger whole; but
shall not be interpreted as indicating the stated limits or extremes. Any
reference to any federal, state, or local law shall be deemed also to refer to
all rules and regulations promulgated thereunder, unless the context requires
otherwise.
(f) TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(g) NOTICES. Any communications required or desired to be
given hereunder shall be given in writing and will be deemed to have been
properly given on the date of delivery if delivered in person or on the earlier
of actual receipt or three (3) business days after the date of mailing if mailed
by registered or certified mail, first class postage prepaid, return receipt
requested, to a party hereto at the following address, or at such other address
as such party may advise the other in writing from time to time:
Notice to any of the Xxxx Family Stockholders:
Xxxxxxx X. Xxxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
with a copy to:
Sidley Xxxxxx Xxxxx & Xxxx
Bank One Plaza
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
(h) EXPENSES. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
(i) AMENDMENTS AND WAIVER. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of PGR, PGR Trust, and a majority of the Xxxx
Family Stockholders affected by such amendment or waiver.
(j) SEVERABILITY. If one or more provisions of this Agreement
are held to be
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unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with
its terms.
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IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto as of the day and year first above written.
/s/ Xxxxxxx X. Xxxx
------------------------------
XXXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
------------------------------
XXXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx, Xx.
------------------------------
XXXXXXX X. XXXX, XX.
/s/ Xxxxxx X.X. Xxxx
------------------------------
XXXXXX X.X. XXXX
XXXXXXX X.X. XXXX LIVING
TRUST DATED JULY 13, 2001
/s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx, Trustee
XXXXXXX X. XXXX LIVING TRUST
DATED JULY 10, 2001
/s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx, Trustee
XXXXXXX X. XXXX LIVING TRUST
DATED JULY 10, 2001
/s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx, Trustee
Signature page to the Voting Agreement
/s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx, Trustee
2001 XXXX ANNUITY TRUST
DATED APRIL 20, 2001
/s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx, Trustee
FAMILY GST TRUST UNDER THE
PGR 2000 TRUST
DATED NOVEMBER 22, 2000
/s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx, Trustee
Signature page to the Voting Agreement
