SHAREHOLDER VOTING AGREEMENT
AGREEMENT, dated as of January __, 1999, by and among First Security
Bank of Nevada, a Nevada bank ("FSB"), First Security Corporation, a Delaware
corporation ("FSC"), and each of the persons executing this Agreement as
shareholders of Xxxxxxxx Bancorp, a bank holding company organized under the
laws of the State of Nevada (each such person being referred to as the
"SHAREHOLDER" and all such persons being referred to collectively as the
"SHAREHOLDERS").
The Shareholders are directors and/or significant shareholders owning
outstanding shares of common stock, $.01 par value (the "SHARES") and/or
stock options ("OPTIONS") and/or warrants ("WARRANTS") of Xxxxxxxx Bancorp
("BANCORP"). Bancorp is the sole shareholder of Xxxxxxxx Bank, a bank
organized under the laws of the State of Nevada ("BANK"). Each Shareholder
desires to induce (i) FSB and FSC and each other Shareholder to enter into
this Agreement and (ii) FSC and FSB to enter into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT") with Bancorp and Bank which provides
for a merger of Bank with and into FSB and of Bancorp with and into FSC
(collectively, the "MERGERS"), subject to the conditions set forth in the
Merger Agreement.
NOW, THEREFORE, the parties agree as follows:
1. SALE OF SHARES.
1.1 Except as provided in Section 1.2 hereof, each Shareholder
severally agrees that such Shareholder will not sell, transfer or otherwise
dispose of, or enter into any contract, option, or other arrangement or
understanding with respect to the sale, transfer or other disposition of, or
grant a proxy to vote, any Shares now owned or hereafter acquired by such
Shareholder, other than to or in favor of FSC or an affiliate of FSC, or
pursuant to or in favor of the Merger Agreement.
1.2 Notwithstanding anything in Section 1.1 to the contrary, each
Shareholder may: (i) donate Shares to any bona fide tax-exempt charitable
organization; provided that such charitable organization shall first agree in
writing to be bound by all of the terms and subject to all of the conditions
of this Agreement, (ii) transfer Shares by gift to a member of such
Shareholder's family; provided that such family member shall first agree in
writing to be bound by all of the terms and subject to all of the conditions
of this Agreement.
2. VOTING.
Each Shareholder severally agrees to vote all of the Shares over which
such Shareholder has the power to vote in favor of adoption and approval of
the Merger Agreement and the transactions contemplated thereby. The parties
hereby acknowledge and agree that nothing contained herein is intended to
restrict a Shareholder from voting on any matter, or
otherwise from acting, in the Shareholder's capacity as a director of Bancorp
with respect to any matter, including but not limited to, the management or
operation of Bancorp.
3. NO SOLICITATION.
Each Shareholder will not solicit, initiate or encourage any
"Acquisition Proposal" (as defined below) or furnish any information to, or
cooperate with, any person, corporation, firm, or other entity with respect
to an Acquisition Proposal. As used herein, "ACQUISITION PROPOSAL" means a
proposal for a merger or other business combination involving Bancorp and/or
Bank or for the acquisition of a substantial equity interest in, or a
substantial portion of the assets of, Bancorp and/or Bank, other than as
provided under the Merger Agreement.
4. LIMITATION OF OBLIGATIONS; TERMINATION.
Notwithstanding any term or condition of this Agreement, Shareholder
shall not be required to take any action which would, in the reasonable
opinion of Shareholder's legal counsel, violate the duties imposed by law on
Shareholder. The obligations of the parties under this Agreement shall
terminate upon the earliest of (i) the termination of the Merger Agreement,
or (ii) the consummation of the Mergers. Upon any such termination, the
obligations of each party to this Agreement shall be extinguished.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.
Each Shareholder severally represents and warrants, subject to the
provisions of Section 1.2 and Section 4 hereof, that such Shareholder has the
full right and authority to enter into this Agreement and that this Agreement
has been duly and validly executed and delivered by such Shareholder and
constitutes a valid and binding obligation of such Shareholder enforceable
against such Shareholder in accordance with its terms.
6. SURVIVAL.
All rights and authority granted herein by each Shareholder shall
survive the death or incapacity of such Shareholder. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, personal representatives, successors and assigns. FSC may,
without the consent of any (but with notice to each) of the Shareholders,
assign its rights hereunder only to any directly or indirectly wholly owned
subsidiary of FSC.
7. NOTICES. Any notice required or permitted under this Agreement
shall be given in writing and shall be deemed effectively given upon personal
delivery, confirmed telex or facsimile transmission, or upon the third
business day after deposit with the United States Post Office, by registered
or certified mail, postage prepaid, addressed as follows:
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TO FSC AND FSB:
First Security Corporation
00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
Executive Vice President and General Counsel
Fax: (000) 000-0000
First Security Bank of Nevada
000 Xxx Xxxxx Xxxx., X.
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxx X. Xxxxx
President and Chief Executive Officer
Fax: (000) 000-0000
WITH A COPY TO:
Xxxxxx X. Xxxxxxxx, Esq.
Ray, Xxxxxxx & Xxxxxxx
X.X. Xxx 00000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Fax: (000) 000-0000
TO ANY SHAREHOLDER:
At the addresses set forth at the end of this Agreement.
WITH A COPY TO:
Xxxxxxxx Bancorp
0000 Xxxx Xxxx
Xxxx, Xxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Fax: (000) 000-0000
AND A COPY TO:
Xxxxxxx X. Xxxxx, Esq.
Xxxxx & Associates
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxx 00000-0000
Fax: (000) 000-0000
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8. SEVERAL OBLIGATIONS.
All of the obligations of the Shareholders under this Agreement shall be
several and not joint and execution of this Agreement by each Shareholder
shall not be deemed to be evidence for any purpose that they are acting as a
group or in concert.
9. EXECUTION AND COUNTERPARTS.
This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single agreement. This Agreement shall be deemed
fully executed and binding when all of the parties hereto have executed this
Agreement, at which time this Agreement shall have the same force and effect
as if all signatures appeared on one and the same original.
10. INCORPORATION OF RECITALS.
All of the above recitals are and shall be considered and deemed to be
incorporated in and made an integral part of this Agreement.
11. REGISTRATION STATEMENT.
Each of the Shareholders acknowledges that a Registration Statement on
Form S-4 is in preparation and will be filed by FSC with the Securities and
Exchange Commission. The Registration Statement will include a prospectus of
FSC and a proxy statement of Bancorp, which proxy statement will be used to
solicit proxies of shareholders of Bancorp for use at the Bancorp Meeting.
Each of the Shareholders acknowledges and agrees that (a) he is an accredited
investor, within the meaning of Securities and Exchange Commission Rule 501(a),
or that he has had and continues to have, either alone or together with his
representatives, (i) access to all of the information the Registration
Statement and prospectus and proxy statement therein will provide and
(ii) sufficient opportunity to make inquiries of FSC and Bancorp concerning
such information, (b) on his own or together with his representatives, he is
able to evaluate and has evaluated the merits and risks of approval of the
Merger Agreement and the Mergers contemplated thereby and investment in FSC
common stock and (c) each of FSC and Bancorp has relied and may rely upon
these representations in connection with its execution of this Agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, FSC, FSB and each Shareholder have caused this
Agreement to be executed as of the date first above written.
FIRST SECURITY CORPORATION
By
---------------------------------
Xxxxxx X. Xxxxx, President and
Chief Operating Officer
FIRST SECURITY BANK OF NEVADA
By
---------------------------------
Xxxxx X. Xxxxx, President
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THE SHAREHOLDERS
Xxxxxx X. Xxxxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
Xxxxxx X. Xxxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
Xxxxxxx X. Xxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
Xxxx X. Xxxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
Xxxxxxx X. Xxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
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Xxxxxx X. Xxxxxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
Xxxxxx X. XxXxxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
Xxxxx X. Xxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
Xxxxxx X. Xxxxxx
x/x Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxxxxx 00000-0000
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