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[Exhibit 2.2]
VOTING AGREEMENT
This Voting Agreement dated as of August 23, 1996, is
entered into between MERCANTILE BANCORPORATION INC.
("Mercantile), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("Stockholder").
WHEREAS, Regional Bancshares, Inc. ("Regional Bancshares)
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 common
stock of Regional Bancshares by means of a merger between
Regional Bancshares and Mercantile's subsidiary, Ameribanc, Inc.
(the "Merger"); and
WHEREAS, Stockholder is the beneficial owner in excess of
seventy percent (70%) of the issued and outstanding Common Stock
of Regional Bancshares (the "Shares"), the certificate(s) in
respect of which is held pursuant to Voting Trust Agreement dated
as of November 21, 1994, by and between Stockholder and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, as Trustee (the "Voting Trust Agreement"), a copy of
which is attached hereto as Exhibit A; 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.
NOW, THEREFORE, in consideration of the premises,
Stockholder hereby agrees as follows:
1. Voting Agreement. Stockholder shall vote the
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shares, or, as holder of the Trust Certificate issued under the
Voting Trust Agreement in respect of the Shares, cause the
trustee of the Voting Trust Agreement pursuant to Section 6 of
the Voting Trust Agreement,
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to vote all of the Shares and any additional shares of Regional
Bancshares Stock hereafter beneficially owned by Stockholder in
favor of the approval of the Agreement and the Merger at the
meeting of stockholders of Regional Bancshares to be called for
the purpose of approving the Agreement and the Merger (the
"Meeting").
2. No Competing Transaction. Stockholder shall not
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vote or cause to be voted any of the Shares in favor of the
approval of any other agreement relating to the merger or sale of
all or substantially all the assets of Regional Bancshares 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 Regional Bancshares and
Mercantile, whichever comes first.
3. Transfers Subject to Agreement. Stockholder
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shall not transfer or cause the transfer of any of the Shares
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 reasonably satisfactory
to Mercantile.
4. No Ownership Interest. Nothing contained in this
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Voting Agreement shall be deemed to vest in Mercantile any direct
or indirect ownership or incidence of ownership of or with
respect to any of the Shares. All rights, ownership and economic
benefits of and relating to the shares of Regional Bancshares
Stock covered by this Voting Agreement shall remain and belong to
Stockholder and/or the trustee under the Voting Trust Agreement
and Mercantile shall have no authority to manage, direct,
superintend, restrict, regulate, govern or administer any of the
policies or operations of Regional Bancshares or exercise any
power or authority to direct Stockholder in the voting of any of
the Shares, except as otherwise expressly provided herein.
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5. Evaluation of Investment. Stockholder, by reason
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of his knowledge and experience in financial and business matters
and in his capacity as a former director of a financial
institution, believes himself capable of evaluating the merits
and risks of the potential investment in common stock of
Mercantile, $5.00 par value ("Mercantile Common Stock"),
contemplated by the Agreement.
6. Transfers to Family Members. Subject to the
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provisions of Section 3 hereof, Stockholder may transfer or cause
the transfer of the Shares to affiliates or family members of
Stockholder, including, without limitation a partnership of which
Stockholder and his family members constitute all the partners.
7. Documents Delivered. Stockholder acknowledges
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that he has reviewed 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 Regional Bancshares.
(a) Mercantile's Annual Report on Form 10-K for
the year ended December 31, 1995;
(b) Mercantile's Annual Report to Stockholders for
the year ended December 31, 1995;
(c) Mercantile's Current Reports on Form 8-K dated
January 16, 1996 and March 11, 1996; and
(d) Mercantile's Quarterly Report on Form 10-Q for
the quarters ended March 31, 1996 and June 30,
1996.
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8. Amendment and Modification. This Voting
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Agreement may be amended, modified or supplemented at any time by
the written approval of such amendment, modification or
supplement by Stockholder and Mercantile.
9. Entire Agreement. This Voting Agreement
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evidences the entire 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 Regional Bancshares and Stockholder concerning
the voting of the shares of Regional Bancshares Stock covered by
this Voting Agreement for the approval of the Agreement and the
Merger or the disposition or control of such shares of Regional
Bancshares Stock.
10. Severability. The parties agree that if any
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provision of this Voting Agreement shall under any circumstances
be deemed invalid or inoperative, this Voting Agreement shall be
construed with the invalid or inoperative provisions deleted to
the extent consistent with the intent of the parties, and the
rights and obligations of the parties shall be construed and
enforced accordingly.
11. Counterparts. This Voting Agreement may be
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executed in more than one counterpart, each of which shall be
deemed an original, but all of which together shall constitute
one and the same instrument.
12. Governing Law. The validity, construction,
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enforcement and effect of this Voting Agreement shall be governed
by the internal laws of the State of Missouri.
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13. Headings. The headings for the paragraphs of
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this Voting Agreement are inserted for convenience only and shall
not constitute a part hereof or affect the meaning or
interpretation of this Voting Agreement.
14. Termination. This Voting Agreement shall
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terminate upon the consummation of the Merger, abandonment of the
Merger by the mutual agreement of Regional Bancshares and
Mercantile or termination of the Agreement, whichever comes
first.
15. Successors. This Voting Agreement shall be
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binding upon and inure to the benefit of Mercantile and its
successors, and Stockholder, such Stockholder's respective
executors, personal representatives, administrators, heirs,
legatees, guardians and other legal representatives. This Voting
Agreement shall survive the death or incapacity of Stockholder.
This Voting Agreement may be assigned by Mercantile only to an
affiliate of Mercantile.
MERCANTILE BANCORPORATION INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
Mercantile Bank of St. Louis
National Association,
Authorized Officer
STOCKHOLDER
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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