EXHIBIT 2
AGREEMENT AMONG REPORTING PERSONS
THIS AGREEMENT is made and entered into by and among Xxxxxxx X. Xxxxxxxx
("Xxxxxxxx"), Xxxx X. Xxxxxx ("Xxxxxx"), Xxxx X. Xxxx ("Lord"), Xxxx X. Xxxxxx,
III ("Xxxxxx"), Xxxxxxx X. Xxxxxxxx III ("Xxxxxxxx"), Xxxxxxx X. Xxxxxx
("Xxxxxx"), Wachovia Bank, N.A., a subsidiary of Wachovia Corporation, as
Corporate Trustee ("Wachovia"), the Xxxxxx X. xxXxxx Testamentary Trust (the
"Trust") and The Nemours Foundation (the "Foundation").
W I T N E S S E T H:
WHEREAS, each of the parties hereto beneficially owns shares of the Common
Stock of The St. Xxx Company (the "Issuer");
WHEREAS, each of the parties hereto desires to file a single Schedule 13D
indicating the beneficial ownership of each party; and
WHEREAS, Rule 13d-1(k)(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 hereto the parties hereto covenant and agree as follows:
1. Thornton, Durden, Lord, Porter, Thompson, Peyton, Wachovia, the Trust
and the Foundation agree that a single Schedule 13D and any amendments thereto
relating to the shares of Common Stock of the Issuer shall be filed on behalf of
each of them.
2. Thornton, Durden, Lord, Porter, Thompson, Peyton, Wachovia, the Trust
and the Foundation each acknowledge and agree that pursuant to Rule 13d-1(k)(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 the Trust or the Foundation or (c) a
written notice of termination given by any party hereto to all of the other
parties hereto.
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 28th day of June, 2002.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx, III
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Xxxxxxx X. Xxxxxxxx III
/s/ Xxxx X. Xxxx
-----------------------------------
Xxxx X. Xxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx, III
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Xxxx X. Xxxxxx III
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Wachovia Bank, N.A.,
as Corporate Trustee
/s/ Xxx Xxxx
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Xxx Xxxx
Senior Vice President
Xxxxxx X. xxXxxx Testamentary Trust
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman
The Nemours Foundation
/s/ Xxxxxxx X. Xxxxxxxx, III
-----------------------------------
Xxxxxxx X. Xxxxxxxx, III
Chairman
