[Form of Support Agreement]
August 4, 1995
Mercantile Bancorporation Inc.
Xxxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Dear Sirs:
The undersigned understands that Mercantile Ban-
corporation Inc. ("Mercantile"), and Hawkeye Bancorporation
("Seller") are entering into an Agreement and Plan of Reor-
ganization (the "Agreement") providing for, among other
things, a merger between a wholly owned subsidiary of Mer-
cantile, and Seller (the "Merger"), in which all of the out-
standing shares of capital stock of Seller will be exchanged
for shares of common stock, par value $5.00 per share, of
Mercantile.
The undersigned is a stockholder of Seller (the
"Stockholder") and is entering into this letter agreement to
induce you to enter into the Agreement and to consummate the
transactions contemplated thereby.
The undersigned confirms its agreement with you as
follows:
1. The undersigned represents, warrants and
agrees that Schedule I annexed hereto sets forth shares of
the capital stock of Seller of which the undersigned is the
record or beneficial owner (the "Shares") and that the un-
dersigned is on the date hereof the lawful owner of the num-
ber of shares set forth in Schedule I, free and clear of all
liens, charges, encumbrances, voting agreements and commit-
ments of every kind, except as disclosed in Schedule I. Ex-
cept as set forth in the Schedule, the undersigned does not
own or hold any rights to acquire any additional shares of
the capital stock of Seller (by exercise of stock options or
otherwise) or any interest therein or any voting rights with
respect to any additional shares, other than as previously
disclosed to you.
2. The undersigned agrees that the undersigned
will not, and will not permit any company, trust or other en-
tity controlled by the undersigned to, contract to sell, sell
or otherwise transfer or dispose of any of the Shares of any
interest therein or securities convertible thereunto or any
voting rights with respect thereto, other than (i) pursuant
to the Merger, or (ii) with your prior written consent.
Mercantile Bancorporation Inc.
August 4, 1995
Page 2
3. The undersigned agrees that all of the Shares
beneficially owned by the undersigned, or over which the un-
dersigned has voting power or control, directly or indi-
rectly, at the record date for any meeting of stockholders of
Seller called to consider and vote to approve the Agreement
and/or the transactions contemplated thereby will be voted by
the undersigned in favor thereof.
4. The undersigned agrees to, and will cause any
company, trust or other entity controlled by the undersigned
to, cooperate fully with you in connection with the Agreement
and the transactions contemplated thereby. The undersigned
agrees that the undersigned will not, and will not permit any
such company, trust or other entity to directly, or indi-
rectly (including through its officers, directors, employees
or other representatives) initiate, solicit or encourage any
discussions, inquiries or proposals with any third party re-
lating to the disposition of any significant portion of the
business or assets of Seller or the acquisition of any capi-
tal stock or other securities of Seller or the business com-
bination, merger or consolidation of Seller with any person
or any similar transaction (each such transaction being re-
ferred to herein as an "Acquisition Transaction"), or provide
any such person with information or assistance or negotiate
with any such person with respect to an Acquisition Transac-
tion or agree to or otherwise assist in the effectuation of
any Acquisition Transaction.
The undersigned has all necessary power and author-
ity to enter into this letter agreement. This agreement is
the legal, valid and binding agreement of the undersigned,
and is enforceable against the undersigned in accordance with
its terms.
This letter agreement may be terminated at the op-
tion of any party at any time after the earlier of (i) ter-
mination of the Agreement and (ii) the day following the
Closing Date (as defined in the Agreement). Please confirm
that the foregoing correctly states the understanding between
us by signing and returning to us a counterpart hereof.
Nothing herein shall be construed to require the
undersigned or any company, trust or other entity controlled
by the undersigned to
Mercantile Bancorporation Inc.
August 4, 1995
Page 3
take any action or fail to take any action in violation of
applicable law, rule or regulation.
Very truly yours,
By: /s/
Stockholder
Confirmed on the date
first above written.
MERCANTILE BANCORPORATION INC.
By: /s/
