AFFILIATE AGREEMENT
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Union Planters Corporation
0000 Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: X. Xxxxx House, Jr.
General Counsel and Secretary
Ladies and Gentlemen:
The undersigned is a stockholder of Jefferson Savings
Bancorp, Inc. ("Jefferson"), a corporation organized and existing under
the laws of the State of Delaware and located in Ballwin, Missouri, and
will become a stockholder of Union Planters Corporation ("UPC") pursuant
to the transactions described in the Agreement and Plan of
Reorganization, dated as of September 20, 2000, by and between UPC and
Jefferson (the "Agreement"). Under the terms of the Agreement,
Jefferson will merge with and into a wholly-owned subsidiary of UPC
organized under the laws of the State of Tennessee (the "Merger"), and
the shares of the $.01 par value common stock of Jefferson ("Jefferson
Common Stock") will be converted into shares of the $5.00 par value
common stock of UPC ("UPC Common Stock"). This Affiliate Agreement
represents an agreement between the undersigned and UPC regarding
certain rights and obligations of the undersigned in connection with the
shares of UPC Common Stock to be received by the undersigned as a result
of the Merger.
In consideration of the Merger and the mutual covenants
contained herein, the undersigned and UPC hereby agree as follows:
1. Affiliate Status. The undersigned understands and
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agrees that as to Jefferson the undersigned may be deemed to be an
"affiliate" under Rule 145(c), as defined in Rule 405, of the Rules and
Regulations of the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended ("1933 Act"), and the undersigned
understands that the undersigned may be deemed to be an "affiliate" at
the time of the Merger; provided, that execution of this Affiliate
Agreement should not be construed as an admission by the undersigned
that the undersigned is an "affiliate" of Jefferson as described in this
Affiliate Agreement or as a waiver of any rights the undersigned may
have to object to any claim that the undersigned is such an affiliate on
or after the date of this Affiliate Agreement.
2. Covenants and Warranties of Undersigned. The
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undersigned represents, warrants, and agrees that:
(a) The UPC Common Stock received by the undersigned as a
result of the Merger will be taken for the undersigned's own
account and not for others, directly or indirectly, in whole or in
part.
(b) UPC has informed the undersigned that any distribution
by the undersigned of UPC Common Stock has not been registered
under the 1933 Act and that shares of UPC Common Stock received
pursuant to the Merger can only be sold by the undersigned
(1) following registration under the 1933 Act, or (2) in
conformity with the volume and other requirements of Rule 145(d)
promulgated by the SEC as the same now exist or may hereafter be
amended, or (3) to the extent some other exemption from
registration under the 1933 Act might be available. The
undersigned understands that UPC is under no obligation to file a
registration statement with the SEC covering the disposition of
the undersigned's shares of UPC Common Stock or to take any other
action necessary to make compliance with an exemption from such
registration available.
3. Restrictions on Transfer. The undersigned
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understands and agrees that stop transfer instructions with respect to
the shares of UPC Common Stock received by the undersigned pursuant to
the Merger will be given to UPC's Transfer Agent and that there will be
placed on the certificates for such shares, or shares issued in
substitution thereof, a legend stating in substance:
The shares represented by this certificate may not be
sold, transferred, or otherwise disposed of except or
unless (1) covered by an effective registration
statement under the Securities Act of 1933, as
amended, (2) in accordance with (i) Rule 145(d) (in
the case of shares issued to an individual who is
not an affiliate of UPC) or (ii) Rule 144 (in the
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case of shares issued to an individual who is an
affiliate of UPC) of the Rules and Regulations of such
Act, or (3) in accordance with a legal opinion
satisfactory to counsel for UPC that such sale or
transfer is otherwise exempt from the registration
requirements of such Act.
Such legend will also be placed on any certificate representing UPC
securities issued subsequent to the original issuance of the UPC Common
Stock pursuant to the Merger as a result of any transfer of such shares
or any stock dividend, stock split, or other recapitalization as long as
the UPC Common Stock issued to the undersigned pursuant to the Merger
has not been transferred in such a manner as to justify the removal of
the legend therefrom. If the provisions of Rules 144 and 145 are
amended to eliminate restrictions applicable to the UPC Common Stock
received by the undersigned pursuant to the Merger, or at the expiration
of the restrictive period set forth in Rule 145(d), UPC, upon the
request of the undersigned, will cause the certificates representing the
shares of UPC Common Stock issued to the undersigned in connection with
the Merger to be reissued free of any legend relating to the
restrictions set forth in Rules 144 and 145(d).
4. Understanding of Restrictions on Dispositions. The
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undersigned has carefully read the Agreement and this Affiliate
Agreement and discussed their requirements and impact upon the
undersigned's ability to sell, transfer, or otherwise dispose of the
shares of UPC Common Stock received by the undersigned, to the extent
the undersigned believes necessary, with the undersigned's counsel or
counsel for Jefferson.
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5. Filing of Reports by UPC. UPC agrees, for a period
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of two years after the effective date of the Merger, to file on a timely
basis all reports required to be filed by it pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), so
that the public information provisions of Rule 145(d) promulgated by the
SEC, as the same may be amended from time to time, will be satisfied in
the event the undersigned desires to transfer any shares of UPC Common
Stock issued to the undersigned pursuant to the Merger.
6. Transfer Under Rule 145(d). If the undersigned
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desires to sell or otherwise transfer the shares of UPC Common Stock
received by the undersigned in connection with the Merger at any time
during the restrictive period set forth in Rule 145(d), the undersigned
will provide the necessary representation letter to the transfer agent
for UPC Common Stock together with such additional information as the
transfer agent may reasonably request. If such proposed sale or
transfer complies with the requirements of Rule 145(d), UPC shall cause
its General Counsel to provide such opinions as may be necessary to
UPC's Transfer Agent so that the undersigned may complete the proposed
sale or transfer.
7. Acknowledgments. The undersigned recognizes and
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agrees that the foregoing provisions also apply to all shares of the
capital stock of Jefferson and UPC that are deemed to be beneficially
owned by the undersigned pursuant to applicable federal securities laws,
which the undersigned agrees may include, without limitation, shares
owned or held in the name of (i) the undersigned's spouse, (ii) any
relative of the undersigned or of the undersigned's spouse who has the
same home as the undersigned, (iii) any trust or estate in which the
undersigned, the undersigned's spouse, and any such relative
collectively own at least a 10% beneficial interest or of which any of
the foregoing serves as trustee, executor, or in any similar capacity,
and (iv) any corporation or other organization in which the undersigned,
the undersigned's spouse, and any such relative collectively own at
least 10% of any class of equity securities or of the equity interest.
The undersigned further recognizes that, in the event that the
undersigned is a director or officer of UPC or becomes a director or
officer of UPC upon consummation of the Merger, among other things, any
sale of UPC Common Stock by the undersigned within a period of less than
six months following the effective time of the Merger may subject the
undersigned to liability pursuant to Section 16(b) of the 1934 Act.
8. Miscellaneous. This Affiliate Agreement is the
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complete agreement between UPC and the undersigned concerning the
subject matter hereof. Any notice required to be sent to any party
hereunder shall be sent by registered or certified mail, return receipt
requested, using the addresses set forth herein or such other address as
shall be furnished in writing by the parties. This Affiliate Agreement
shall be governed by the laws of the State of Tennessee.
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This Affiliate Agreement is executed as of the _____ day of
__________, 2000.
Very truly yours,
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Signature
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Print Name
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Address
AGREED TO AND ACCEPTED as of
_______________, 2000
UNION PLANTERS CORPORATION
By: _______________________________
X. Xxxxx House, Jr.
General Counsel and Secretary
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