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Exhibit 2.3
VOTING AGREEMENT
This Voting Agreement dated as of October 29, 1997, is entered into
between Mercantile Bancorporation Inc. ("Mercantile"), and the undersigned
director and stockholder ("Stockholder") of Homecorp, Inc. ("Homecorp").
WHEREAS, Homecorp and Mercantile have proposed to enter into an
Agreement and Plan of Merger (the "Agreement"), dated as of today, which
contemplates the acquisition by Mercantile of 100% of the capital stock of
Homecorp (collectively, the "Homecorp Stock") by means of a merger between
Homecorp and Mercantile's subsidiary, Ameribanc, Inc. (the "Merger"); and
WHEREAS, Mercantile is willing to expend the substantial time, effort
and expense necessary to implement the Merger, only if Stockholder enters
into this Voting Agreement; and
WHEREAS, the undersigned stockholder of Homecorp believes that the
Merger is in his best interest and the best interest of Homecorp;
NOW, THEREFORE, in consideration of the premises, Stockholder hereby
agrees as follows:
1. Voting Agreement. Stockholder shall vote all of the shares of
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Homecorp Stock he now owns or hereafter acquires, in favor of the Merger at
the meeting of stockholders of Homecorp to be called for the purpose of
approving the Merger (the "Meeting").
2. No Competing Transaction. Stockholder shall not vote any of his
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shares of Homecorp Stock in favor of any other merger or sale of all or
substantially all the assets of Homecorp to any person other than Mercantile
or its affiliates until closing of the Merger, termination of the Agreement
or abandonment of the Merger by the mutual agreement of Homecorp and
Mercantile, whichever comes first.
3. Transfers Subject to Agreement. Stockholder shall not transfer
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his shares of Homecorp Stock unless the transferee, prior to such transfer,
executes a voting agreement with respect to the transferred shares
substantially to the effect of this Voting Agreement and satisfactory to
Mercantile.
4. No Ownership Interest. Nothing contained in this Voting
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Agreement shall be deemed to vest in Mercantile any direct or indirect
ownership or incidence of ownership of or with respect to any shares of
Homecorp Stock. All rights, ownership and economic benefits of and relating
to the shares of Homecorp Stock shall remain and belong to Stockholder and
Mercantile shall have no authority to manage, direct, superintend, restrict,
regulate, govern or administer any of the policies or operations of Homecorp
or exercise any power or authority to direct Stockholder in the voting of any
of his shares of Homecorp Stock, except as otherwise expressly provided
herein, or the performance of his duties or responsibilities as a director of
Homecorp.
5. Evaluation of Investment. Stockholder, by reason of his
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knowledge and experience in financial and business matters and in his
capacity as a director of a financial institution, believes himself capable
of evaluating the merits and risks of the potential investment in common
stock of Mercantile, $0.01 par value ("Mercantile Common Stock"),
contemplated by the Agreement.
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6. Documents Delivered. Stockholder acknowledges having reviewed
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the Agreement and its attachments and that reports, proxy statements and
other information with respect to Mercantile filed with the Securities and
Exchange Commission (the "Commission") were, prior to his execution of this
Voting Agreement, available for inspection and copying at the Offices of the
Commission and that Mercantile delivered the following such documents to
Homecorp:
(a) Mercantile's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) Mercantile's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997; and
(c) Mercantile's Current Reports on Form 8-K dated April
25, 1997, May 13, 1997, July 1, 1997 and September
25, 1997 and Current Report on Form 8-K/A dated May 22,
1997.
7. Amendment and Modification. This Voting Agreement may be
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amended, modified or supplemented at any time by the written approval of such
amendment, modification or supplement by Stockholder and Mercantile.
8. Entire Agreement. This Voting Agreement evidences the entire
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agreement among the parties hereto with respect to the matters provided for
herein and there are no agreements, representations or warranties with
respect to the matters provided for herein other than those set forth herein
and in the Agreement. This Voting Agreement supersedes any agreements among
Homecorp and its stockholders concerning the Merger, disposition or control
of the stock of Homecorp.
9. Severability. The parties agree that if any provision of this
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Voting Agreement shall under any circumstances be deemed invalid or
inoperative, this Voting Agreement shall be construed with the invalid or
inoperative provisions deleted and the rights and obligations of the parties
shall be construed and enforced accordingly.
10. Counterparts. This Voting Agreement may be executed in two
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11. Governing Law. The validity, construction, enforcement and
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effect of this Voting Agreement shall be governed by the internal laws of the
State of Missouri, without regard to its conflict of laws principles.
12. Headings. The headings for the paragraphs of this Voting
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Agreement are inserted for convenience only and shall not constitute a part
hereof or affect the meaning or interpretation of this Voting Agreement.
13. Termination. This voting agreement shall terminate upon the
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consummation of the Merger or upon termination of the Agreement, whichever
comes first.
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14. Successors. This Voting Agreement shall be binding upon and
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inure to the benefit of Mercantile and its successors, and Stockholder and
Stockholder's spouse and their respective executors, personal
representatives, administrators, heirs, legatees, guardians and other legal
representatives. This Voting Agreement shall survive the death or incapacity
of Stockholder. This agreement may be assigned by Mercantile only to an
affiliate of Mercantile.
MERCANTILE BANCORPORATION INC.
By:
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Xxxx X. Xxxx, Executive Vice President
Mercantile Bank National Association
Authorized Officer
STOCKHOLDER
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