EXHIBIT 2.2
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT ("Option Agreement") dated
October 27, 1996, between MERCANTILE BANCORPORATION INC.
("Mercantile"), a Missouri corporation registered as a bank
holding company under the Bank Holding Company Act of 1956,
as amended (the "Holding Company Act"), and Xxxx Xxxxx Banc-
shares, Inc. ("Bancshares"), a Missouri corporation regis-
tered as a bank holding company under the Holding Company
Act.
W I T N E S S E T H:
WHEREAS, the Executive Committee of the Board of
Directors of Mercantile and the Board of Directors of Banc-
shares have approved an Agreement and Plan of Reorganization
dated as of even date herewith (the "Merger Agreement") pro-
viding for the merger of Bancshares with and into a wholly
owned subsidiary of Mercantile;
WHEREAS, as a condition to Mercantile's entering
into the Merger Agreement, Mercantile has required that Banc-
shares agree, and Bancshares has agreed, to grant to Mercan-
tile the option set forth herein to purchase authorized but
unissued shares of Bancshares Common Stock;
NOW, THEREFORE, in consideration of the premises
herein contained, the parties agree as follows:
1. Definitions.
Capitalized terms used but not defined herein shall
have the same meanings as in the Merger Agreement.
2. Grant of Option.
Subject to the terms and conditions set forth here-
in, Bancshares hereby grants to Mercantile an option (the
"Option") to purchase up to 3,261,522 authorized and unissued
shares of Bancshares Common Stock at a price of $42.375 per
share (the "Purchase Price") payable in cash as provided in
Section 4 hereof.
3. Exercise of Option.
(a) Mercantile may exercise the Option, in whole
or in part, at any time or from time to time if a Purchase
Event (as defined below) shall have occurred; provided, how-
ever, that (i) to the extent the Option shall not have been
exercised, it shall terminate and be of no further force and
effect upon the earliest to occur of the Effective Time of
the Merger, 12 months following termination of the Merger
Agreement in accordance with Section 7.01(d) thereof, and the
termination of the Merger Agreement in accordance with Sec-
tion 7.01(a) through 7.01(c) or 7.01(e) thereof, provided
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that if such termination follows an Extension Event (as de-
fined below), the Option shall not terminate until the date
that is 12 months following such termination; (ii) if the Op-
tion cannot be exercised on such date because of any injunc-
tion, order or similar restraint issued by a court of compe-
tent jurisdiction, the Option shall expire on the 30th busi-
ness day after such injunction, order or restraint shall have
been dissolved or when such injunction, order or restraint
shall have become permanent and no longer subject to appeal,
as the case may be; and (iii) any such exercise shall be sub-
ject to compliance with applicable law, including the Holding
Company Act.
(b) As used herein, a "Purchase Event" shall mean
any of the following events:
(i) Bancshares or any Bancshares Subsidiary, with-
out having received prior written consent from Mercan-
tile, shall have entered into, authorized, recommended,
proposed or publicly announced its intention to enter
into, authorize, recommend, or propose, an agreement,
arrangement or understanding with any person (other than
Mercantile or any Mercantile Subsidiary) to (A) effect a
merger or consolidation or similar transaction involving
Bancshares or any Bancshares Subsidiary, (B) purchase,
lease or otherwise acquire all or a substantial portion
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of Bancshares or any Bancshares Subsidiary that consti-
tutes a Significant Subsidiary (as defined in Rule 1-02
of Regulation S-X promulgated by the SEC) or (C) pur-
chase or otherwise acquire (including by way of merger,
consolidation, share exchange or similar transaction)
Beneficial Ownership of securities representing 10% or
more of the voting power of Bancshares or any Bancshares
Subsidiary (in each case other than any such merger,
consolidation, purchase, lease or other transaction in-
volving only Bancshares and one or more Bancshares Sub-
sidiaries or involving only any two or more Bancshares
Subsidiaries);
(ii) any person (other than Mercantile or any Sub-
sidiary of Mercantile, or Bancshares or any Subsidiary
of Bancshares in a fiduciary capacity) shall have ac-
quired after the date hereof Beneficial Ownership or the
right to acquire Beneficial Ownership of 10% or more of
the voting power of Bancshares; or
(iii) Bancshares' Board of Directors shall have
withdrawn or modified in a manner adverse to Mercantile
the recommendation of Bancshares' Board of Directors
with respect to the Merger Agreement, in each case after
an Extension Event; or
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(iv) the holders of Bancshares Common Stock shall
not have approved the Merger Agreement at the Meeting of
Bancshares stockholders, or such Meeting shall not have
been held or shall have been cancelled prior to termi-
nation of the Merger Agreement in accordance with its
terms, in each case after an Extension Event.
(c) As used herein, the term "Extension Event"
shall mean any of the following events:
(i) a Purchase Event of the type specified in
clauses (b)(i) and (b)(ii) above;
(ii) any person (other than Mercantile or any Mer-
cantile Subsidiary) shall have "commenced" (as such term
is defined in Rule 14d-2 under the Exchange Act), or
shall have filed a registration statement under the Se-
curities Act with respect to, a tender offer or exchange
offer to purchase shares of Bancshares Common Stock such
that, upon consummation of such offer, such person would
have Beneficial Ownership (as defined below) or the
right to acquire Beneficial Ownership of 10% or more of
the voting power of Bancshares; or,
(iii) any person (other than Mercantile or any Sub-
sidiary of Mercantile, or Bancshares or any Subsidiary
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of Bancshares in a fiduciary capacity) shall have pub-
licly announced its willingness, or shall have publicly
announced a proposal, or publicly disclosed an intention
to make a proposal, (x) to make an offer described in
clause (ii) above or (y) to engage in a transaction de-
scribed in clause (i) above.
(d) As used herein, the terms "Beneficial Owner-
ship" and "Beneficially Own" shall have the meanings ascribed
to them in Rule 13d-3 under the Exchange Act.
(e) In the event Mercantile wishes to exercise the
Option, it shall deliver to Bancshares a written notice (the
date of which being herein referred to as the "Notice Date")
specifying (i) the total number of shares it intends to pur-
chase pursuant to such exercise and (ii) a place and date not
earlier than three business days nor later than 60 calendar
days from the Notice Date for the closing of such purchase
(the "Closing Date").
4. Payment and Delivery of Certificates.
(a) At the closing referred to in Section 3 here-
of, Mercantile shall pay to Bancshares the aggregate purchase
price for the shares of Bancshares Common Stock purchased
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pursuant to the exercise of the Option in immediately avail-
able funds by wire transfer to a bank account designated by
Bancshares.
(b) At such closing, simultaneously with the de-
livery of cash as provided in Section 4(a), Bancshares shall
deliver to Mercantile a certificate or certificates repre-
senting the number of shares of Bancshares Common Stock pur-
chased by Mercantile, registered in the name of Mercantile or
a nominee designated in writing by Mercantile, and Mercantile
shall deliver to Bancshares a letter agreeing that Mercantile
shall not offer to sell, pledge or otherwise dispose of such
shares in violation of applicable law or the provisions of
this Option Agreement.
(c) If at the time of issuance of any Bancshares
Common Stock pursuant to any exercise of the Option, Banc-
shares shall have issued any share purchase rights or similar
securities to holders of Bancshares Common Stock, then each
such share of Bancshares Common Stock shall also represent
rights with terms substantially the same as and at least as
favorable to Mercantile as those issued to other holders of
Bancshares Common Stock.
(d) Certificates for Bancshares Common Stock de-
livered at any closing hereunder shall be endorsed with a re-
strictive legend which shall read substantially as follows:
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The transfer of the shares represented by this cer-
tificate is subject to certain provisions of an
agreement between the registered holder hereof and
Xxxx Xxxxx Bancshares, Inc. ("Xxxx Xxxxx"), a copy
of which is on file at the principal office of Xxxx
Xxxxx, and to resale restrictions arising under the
Securities Act of 1933 and any applicable state se-
curities laws. A copy of such agreement will be
provided to the holder hereof without charge upon
receipt by Xxxx Xxxxx of a written request there-
for.
It is understood and agreed that the above legend shall be
removed by delivery of substitute certificate(s) without such
legend if Mercantile shall have delivered to Bancshares an
opinion of counsel, in form and substance reasonably satis-
factory to Bancshares and its counsel, to the effect that
such legend is not required for purposes of the Securities
Act and any applicable state securities laws.
5. Authorization, etc.
(a) Bancshares hereby represents and warrants to
Mercantile that:
(i) Bancshares has full corporate authority to ex-
ecute and deliver this Option Agreement and, subject to
Section 11(i), to consummate the transactions contem-
plated hereby;
(ii) such execution, delivery and consummation have
been authorized by the Board of Directors of Bancshares,
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and no other corporate proceedings are necessary there-
for;
(iii) this Option Agreement has been duly and val-
idly executed and delivered and represents a valid and
legally binding obligation of Bancshares, enforceable
against Bancshares in accordance with its terms; and
(iv) Bancshares has taken all necessary corporate
action to authorize and reserve and, subject to Section
11(i), permit it to issue and, at all times from the
date hereof through the date of the exercise in full or
the expiration or termination of the Option, shall have
reserved for issuance upon exercise of the Option,
3,261,522 shares of Bancshares Common Stock, all of
which, upon issuance pursuant hereto, shall be duly au-
thorized, validly issued, fully paid and nonassessable,
and shall be delivered free and clear of all claims,
liens, encumbrances, restrictions (other than federal
and state securities restrictions) and security inter-
ests and not subject to any preemptive rights.
(b) Mercantile hereby represents and warrants to
Bancshares that:
(i) Mercantile has full corporate authority to ex-
ecute and deliver this Option Agreement and, subject to
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Section 11(i), to consummate the transactions contemplated
hereby;
(ii) such execution, delivery and consummation have
been authorized by all requisite corporate action by Mer-
cantile, and no other corporate proceedings are necessary
therefor;
(iii) this Option Agreement has been duly and validly
executed and delivered and represents a valid and legally
binding obligation of Mercantile, enforceable against Mer-
cantile in accordance with its terms; and
(iv) any Bancshares Common Stock or other securities
acquired by Mercantile upon exercise of the Option will
not be taken with a view to the public distribution there-
of and will not be transferred or otherwise disposed of
except in compliance with the Securities Act.
6. Adjustment upon Changes in Capitalization.
In the event of any change in Bancshares Common
Stock by reason of stock dividends, split-ups, recapitaliza-
tions or the like, the type and number of shares subject to
the Option, and the purchase price per share, as the case may
be, shall be adjusted appropriately. In the event that any
additional shares of Bancshares Common Stock are issued after
the date of this Option Agreement (other than pursuant to an
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event described in the preceding sentence or pursuant to this
Option Agreement), the number of shares of Bancshares Common
Stock subject to the Option shall be adjusted so that, after
such issuance, it equals at least 19.9% of the number of
shares of Bancshares Common Stock then issued and outstanding
(without considering as outstanding any shares subject to or
issued pursuant to the Option).
7. Repurchase.
(a) Subject to Section 11(i), at the request of
Mercantile at any time commencing upon the occurrence of a
Put Event (as defined below) and ending 13 months immediately
thereafter (the "Repurchase Period"), Bancshares (or any suc-
cessor entity thereof) shall repurchase the Option from Mer-
cantile together with all (but not less than all, subject to
Section 10) shares of Bancshares Common Stock purchased by
Mercantile pursuant thereto with respect to which Mercantile
then has Beneficial Ownership, at a price (per share, the
"Per Share Repurchase Price") equal to the sum of:
(i) The exercise price paid by Mercantile for any
shares of Bancshares Common Stock acquired pursuant to
the Option;
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(ii) The difference between (A) the "Market/Tender
Offer Price" for shares of Bancshares Common Stock (de-
fined as the higher of (x) the highest price per share
at which a tender or exchange offer has been made for
shares of Bancshares Common Stock or (y) the highest
closing mean of the "bid" and the "ask" price per share
of Bancshares Common Stock on the New York Stock Ex-
change Consolidated Tape (as reported in the Wall Street
Journal or other authoritative source), for any day
within that portion of the Repurchase Period which pre-
cedes the date Mercantile gives notice of the required
repurchase under this Section 7) and (B) the exercise
price as determined pursuant to Section 2 hereof (sub-
ject to adjustment as provided in Section 6), multiplied
by the number of shares of Bancshares Common Stock with
respect to which the Option has not been exercised, but
only if the Market/Tender Offer Price is greater than
such exercise price; and
(iii) The difference between the Market/Tender Offer
Price and the exercise price paid by Mercantile for any
shares of Bancshares Common Stock purchased pursuant to
the exercise of the Option, multiplied by the number of
shares so purchased, but only if the Market/Tender Offer
Price is greater than such exercise price.
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(b) In the event Mercantile exercises its rights
under this Section 7, Bancshares shall, within 10 business
days thereafter, pay the required amount to Mercantile by
wire transfer of immediately available funds to an account
designated by Mercantile and Mercantile shall surrender to
Bancshares the Option and the certificates evidencing the
shares of Bancshares Common Stock purchased thereunder with
respect to which Mercantile then has Beneficial Ownership,
and Mercantile shall warrant that it has sole record and Ben-
eficial Ownership of such shares and that the same are free
and clear of all liens, claims, charges, restrictions and en-
cumbrances of any kind whatsoever.
(c) In determining the Market/Tender Offer Price,
the value of any consideration other than cash shall be de-
termined by an independent nationally recognized investment
banking firm selected by Mercantile and reasonably acceptable
to Bancshares.
(d) For purposes of this Section 7, a Put Event
shall be deemed to have occurred (i) upon the consummation of
any merger, consolidation or any similar transaction involv-
ing Bancshares or any purchase, lease or other acquisition of
all or a substantial portion of the assets of Bancshares or
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(ii) upon the acquisition by any person of Beneficial Owner-
ship of 50% or more of the then outstanding shares of Banc-
shares Common Stock, provided that no such event shall con-
stitute a Put Event unless a Purchase Event shall have oc-
curred prior to expiration or termination of the Option.
8. Repurchase at Option of Bancshares and First
Refusal.
(a) Except to the extent that Mercantile shall
have previously exercised its rights under Section 7, at the
request of Bancshares during the six-month period commencing
13 months following the first occurrence of a Purchase Event,
Bancshares may repurchase from Mercantile, and Mercantile
shall sell to Bancshares, all (but not less than all, subject
to Section 10) of the Bancshares Common Stock acquired by
Mercantile pursuant hereto and with respect to which Mercan-
tile has Beneficial Ownership at the time of such repurchase
at a price per share equal to the greater of (i) 110% of the
Market/Tender Offer Price per share, (ii) the Per Share Re-
purchase Price or (iii) the sum of (A) the aggregate Purchase
Price of the shares so repurchased plus (B) interest on the
aggregate Purchase Price paid for the shares so repurchased
from the date of purchase to the date of repurchase at the
average rate of interest announced by Mercantile as its prime
or base lending or reference rate during such period, less
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any dividends received on the shares so repurchased, plus (C)
Mercantile's reasonable out-of-pocket expenses incurred in
connection with the transactions contemplated by the Merger
Agreement, including, without limitation, accounting and in-
vestment banking fees. Any repurchase under this Section
8(a) shall be consummated in accordance with Section 7(b).
(b) If, at any time after the occurrence of a Pur-
chase Event and prior to the earlier of (i) the expiration of
18 months immediately following such Purchase Event or (ii) the
expiration or termination of the Option, Mercantile shall de-
sire to sell, assign, transfer or otherwise dispose of the Op-
tion or all or any of the shares of Bancshares Common Stock ac-
quired by it pursuant to the Option, it shall give Bancshares
written notice of the proposed transaction (an "Offeror's No-
xxxx"), identifying the proposed transferee, and setting forth
the terms of the proposed transaction. An Offeror's Notice
shall be deemed an offer by Mercantile to Bancshares, which may
be accepted within 10 business days of the receipt of such
Offeror's Notice, on the same terms and conditions and at the
same price at which Mercantile is proposing to transfer the Op-
tion or such shares to a third party. The purchase of the Op-
tion or any such shares by Bancshares shall be closed within 10
business days of the date of the acceptance of the offer and
the purchase price shall be paid to Mercantile by wire transfer
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of immediately available funds to an account designated by Mer-
cantile. In the event of the failure or refusal of Bancshares
to purchase the Option or all the shares covered by the Offer-
or's Notice or if the Board or any other Regulatory Authority
disapproves Bancshares' proposed purchase of the Option or such
shares, Mercantile may, within 60 days from the date of the
Offeror's Notice, sell all, but not less than all, of the Op-
tion or such shares to such third party at no less than the
price specified and on terms no more favorable to the purchaser
than those set forth in the Offeror's Notice. The requirements
of this Section 8(b) shall not apply to (i) any disposition as
a result of which the proposed transferee would Beneficially
Own not more than 2% of the voting power of Bancshares or (ii)
any disposition of Bancshares Common Stock by a person to whom
Mercantile has sold shares of Bancshares Common Stock issued
upon exercise of the Option.
9. Registration Rights.
At any time after a Purchase Event, Bancshares
shall, if requested by any holder or beneficial owner of
shares of Bancshares Common Stock issued upon exercise of the
Option (except any beneficial holder who acquired all of such
holder's shares in a transaction exempt from the requirements
of Section 8(b) by reason of clause (i) thereof) (each a
"Holder"), as expeditiously as possible file a registration
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statement on a form for general use under the Securities Act
if necessary in order to permit the sale or other disposition
of the shares of Bancshares Common Stock that have been ac-
quired upon exercise of the Option in accordance with the in-
tended method of sale or other disposition requested by any
such Holder (it being understood and agreed that any such
sale or other disposition shall be effected on a widely dis-
tributed basis so that, upon consummation thereof, no pur-
chaser or transferee shall Beneficially Own more than 2% of
the shares of Bancshares Common Stock then outstanding).
Each such Holder shall provide all information reasonably re-
quested by Bancshares for inclusion in any registration
statement to be filed hereunder. Bancshares shall use its
best efforts to cause such registration statement first to
become effective and then to remain effective for such period
not in excess of 180 days from the day such registration
statement first becomes effective as may be reasonably neces-
sary to effect such sales or other dispositions. The regis-
tration effected under this Section 9 shall be at Bancshares'
expense except for underwriting commissions and the fees and
disbursements of such Holders' counsel attributable to the
registration of such Bancshares Common Stock. In no event
shall Bancshares be required to effect more than one regis-
tration hereunder. The filing of the registration statement
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hereunder may be delayed for such period of time as may rea-
sonably be required to facilitate any public distribution by
Bancshares of Bancshares Common Stock or if a special audit
of Bancshares would otherwise be required in connection
therewith. If requested by any such Holder in connection
with such registration, Bancshares shall become a party to
any underwriting agreement relating to the sale of such
shares, but only to the extent of obligating itself in re-
spect of representations, warranties, indemnities and other
agreements customarily included in such underwriting agree-
ments for parties similarly situated. Upon receiving any re-
quest for registration under this Section 9 from any Holder,
Bancshares agrees to send a copy thereof to any other person
known to Bancshares to be entitled to registration rights un-
der this Section 9, in each case by promptly mailing the
same, postage prepaid, to the address of record of the per-
sons entitled to receive such copies.
10. Severability.
Any term, provision, covenant or restriction con-
tained in this Option Agreement held by a court or a Regula-
tory Authority of competent jurisdiction to be invalid, void
or unenforceable, shall be ineffective to the extent of such
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invalidity, voidness or unenforceability, but neither the re-
maining terms, provisions, covenants or restrictions con-
tained in this Option Agreement nor the validity or enforce-
ability thereof in any other jurisdiction shall be affected
or impaired thereby. Any term, provision, covenant or re-
striction contained in this Option Agreement that is so found
to be so broad as to be unenforceable shall be interpreted to
be as broad as is enforceable. If for any reason such court
or Regulatory Authority determines that applicable law will
not permit Mercantile or any other person to acquire, or
Bancshares to repurchase or purchase, the full number of
shares of Bancshares Common Stock provided in Section 2 here-
of (as adjusted pursuant to Section 6 hereof), it is the ex-
press intention of the parties hereto to allow Mercantile or
such other person to acquire, or Bancshares to repurchase or
purchase, such lesser number of shares as may be permissible,
without any amendment or modification hereof.
11. Miscellaneous.
(a) Expenses. Each of the parties hereto shall
pay all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder, in-
cluding fees and expenses of its own financial consultants,
investment bankers, accountants and counsel, except as other-
wise provided herein.
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(b) Entire Agreement. Except as otherwise ex-
pressly provided herein, this Option Agreement and the Merger
Agreement contain the entire agreement between the parties
with respect to the transactions contemplated hereunder and
supersedes all prior arrangements or understandings with re-
spect thereto, written or oral.
(c) Successors; No Third Party Beneficiaries. The
terms and conditions of this Option Agreement shall inure to
the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns. Nothing
in this Option Agreement, expressed or implied, is intended
to confer upon any party, other than the parties hereto, and
their respective successors and assigns, any rights, reme-
dies, obligations, or liabilities under or by reason of this
Option Agreement, except as expressly provided herein.
(d) Assignment. Other than as provided in Sec-
tions 8 and 9 hereof, neither of the parties hereto may sell,
transfer, assign or otherwise dispose of any of its rights or
obligations under this Option Agreement or the Option created
hereunder to any other person (whether by operation of law or
otherwise), without the express written consent of the other
party.
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(e) Notices. All notices or other communications
which are required or permitted hereunder shall be in writing
and sufficient if delivered in accordance with Section 8.02
of the Merger Agreement (which is incorporated herein by ref-
erence).
(f) Counterparts. This Option Agreement may be
executed in counterparts, and each such counterpart shall be
deemed to be an original instrument, but both such counter-
parts together shall constitute but one agreement.
(g) Specific Performance. The parties hereto
agree that if for any reason Mercantile or Bancshares shall
have failed to perform its obligations under this Option
Agreement, then either party hereto seeking to enforce this
Option Agreement against such non-performing party shall be
entitled to specific performance and injunctive and other eq-
uitable relief, and the parties hereto further agree to waive
any requirement for the securing or posting of any bond in
connection with the obtaining of any such injunctive or other
equitable relief. This provision is without prejudice to any
other rights that either party hereto may have against the
other party hereto for any failure to perform its obligations
under this Option Agreement.
(h) Governing Law. This Option Agreement shall be
governed by and construed in accordance with the laws of the
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State of Missouri applicable to agreements made and entirely
to be performed within such state. Nothing in this Option
Agreement shall be construed to require any party (or any
subsidiary or affiliate of any party) to take any action or
fail to take any action in violation of applicable law, rule
or regulation.
(i) Regulatory Approvals; Section 16(b). If, in
connection with (A) the exercise of the Option under Sec-
tion 3 or a sale by Mercantile to a third party under Section
8, (B) a repurchase by Bancshares under Section 7 or a repur-
chase or purchase by Bancshares under Section 8, prior notif-
ication to or approval of the Board or any other Regulatory
Authority is required, then the required notice or applica-
tion for approval shall be promptly filed and expeditiously
processed and periods of time that otherwise would run pursu-
ant to such Sections shall run instead from the date on which
any such required notification period has expired or been
terminated or such approval has been obtained, and in either
event, any requisite waiting period shall have passed. In
the case of clause (A) of this subsection (i), such filing
shall be made by Mercantile, and in the case of clause (B) of
this subsection (i), such filing shall be made by Bancshares,
provided that each of Mercantile and Bancshares shall use its
best efforts to make all filings with, and to obtain consents
of, all third parties and Regulatory Authorities necessary to
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the consummation of the transactions contemplated hereby, in-
cluding without limitation applying to the Board under the
Holding Company Act for approval to acquire the shares issu-
able hereunder. Periods of time that otherwise would run
pursuant to Sections 3, 7 or 8 shall also be extended to the
extent necessary to avoid liability under Section 16(b) of
the Exchange Act.
(j) No Breach of Merger Agreement Authorized.
Nothing contained in this Option Agreement shall be deemed to
authorize Bancshares to issue any shares of Bancshares Common
Stock in breach of, or otherwise breach any of, the provi-
sions of the Merger Agreement.
(k) Waiver and Amendment. Any provision of this
Agreement may be waived at any time by the party that is en-
titled to the benefits of such provision. This Option Agree-
ment may not be modified, amended, altered or supplemented ex-
cept upon the execution and delivery of a written agreement ex-
ecuted by the parties hereto.
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IN WITNESS WHEREOF, each of the parties hereto has
executed this Option Agreement as of the date first written
above.
MERCANTILE BANCORPORATION INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman, President
and Chief Executive
Officer
XXXX XXXXX BANCSHARES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
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