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EXHIBIT B
AGREEMENT
THIS AGREEMENT is made and entered into by and between Xxxxx X.
Xxxxxxx, First Southern Bancorp, Inc., First Southern Funding, LLC, First
Southern Capital Corp., LLC and First Southern Investments, LLC (collectively
the "Group").
W I T N E S S E T H :
WHEREAS, each member of the Group may be deemed to
beneficially own shares of the Common Stock of First Commonwealth Corporation;
WHEREAS, each member of the Group desires to file a single
Schedule 13D indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange
Act of 1934 (the "Act") requires that, when a Schedule 13D is filed on behalf of
more than one person, the Schedule 13D shall include as an exhibit to the
Schedule 13D an agreement in writing of such persons that the Schedule 13D is
filed on behalf of each of them;
NOW, THEREFORE, in consideration of the premises and the
mutual promises of the parties thereto, the parties hereto covenant and agree as
follows:
1. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments,
LCC agree that a single Schedule 13D and any amendments thereto relating to the
shares of Common Stock of First Commonwealth Corporation shall be filed on
behalf of each of them.
2. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments,
LCC each acknowledge and agree that pursuant to Rule 13d-1 (f)(1) under the Act
each of them is individually responsible for the timely filing of such Schedule
13D and any amendments thereto and for the completeness and accuracy of the
information contained therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first to occur of
the following: (a) the death of any of the individual parties hereto, (b) the
dissolution, termination or settlement of First Southern Bancorp, Inc., First
Southern Funding, LLC, First Southern Capital Corp., LLC or First Southern
Investments, LCC or (c) a written notice of termination given by any party
hereto to all of the other parties hereto.
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5. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof, but all of which together
shall constitute a single instrument.
6. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments,
LCC each acknowledge and agree that Xxxxx X. Xxxxxxx shall be authorized as
attorney-in-fact to sign, on behalf of each party to this Agreement, any
Schedule 13D or amendments thereto that are required to be filed on behalf of
the parties thereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 22nd day of March, 1999.
FIRST SOUTHERN BANCORP, INC.
By:/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, President
FIRST SOUTHERN FUNDING, LLC
By: /W/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, Manager
FIRST SOUTHERN CAPITAL CORP., LLC
By: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By: /S/ XXXXXXX XXXXXXXXX
Xxxxxxx Xxxxxxxxx, President
/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, individually
