SHAREHOLDER OPTION AND VOTING AGREEMENT, dated as of March 4, 1998
(this "AGREEMENT"), among First Union Corporation, a North Carolina corporation
("PARENT"), and the undersigned record and beneficial owner (the "SHAREHOLDER")
of common stock, no par value ("COMPANY COMMON STOCK"), of The Money Store Inc.,
a New Jersey corporation (the "COMPANY").
W I T N E S S E T H:
WHEREAS, Parent, First Union National Bank ("BANK") and the Company
are entering into that certain Agreement and Plan of Merger of even date
herewith (as amended, supplemented or replaced from time to time, the "MERGER
AGREEMENT") contemplating a business combination between a to-be-formed
subsidiary of Parent and Bank ("SUB") and the Company (the "MERGER");
WHEREAS, Shareholder is the beneficial owner of, and possesses the
power to vote or direct the voting of, and to sell, 15,653,270 shares of Company
Common Stock, constituting approximately 26.79% of the currently outstanding
shares of Company Common Stock (the "Shares"), and desires to enter into this
Agreement in order to induce Parent to cause Sub to enter into the Merger
Agreement;
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested Shareholder to agree to vote the Shares in favor
of approval of the Merger Agreement, the Merger and the transactions
contemplated thereby and Shareholder hereby agrees to so vote such Shares; and
WHEREAS, as a further condition to its willingness to enter into the
Merger Agreement, Parent has requested that Shareholder grant Parent an
unconditional and irrevocable option to purchase out of the Shares up to
14,547,261 shares of Company Common Stock (adjusted as set forth herein, the
"OPTION SHARES") on the terms set forth herein, and Shareholder hereby agrees to
grant such an option;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, intending to be legally bound hereby,
the parties hereto agree as follows:
1. AGREEMENT TO VOTE, ETC. At such time as the Company conducts a
meeting of, solicits written consents from or otherwise seeks a vote of, its
shareholders for the purpose of considering the Merger Agreement, Shareholder
agrees to vote duly and validly all the Shares in favor of approving the Merger
Agreement and the transactions contemplated thereby. Shareholder also agrees to
support the Merger Agreement and to take any and all reasonable action necessary
or appropriate in order to enable the Merger and the other transactions
contemplated thereby to be consummated as promptly as reasonably practicable.
2. LIMITATION. Notwithstanding Section 1 hereof, Shareholder will have
at all times the right to vote the Shares, in his sole discretion, with respect
to all matters unrelated to the Merger Agreement, the Merger and the
transactions contemplated thereby; PROVIDED that Shareholder shall vote any
Shares against any Acquisition Proposal (as defined in the Merger Agreement)
involving a party other than Parent or an affiliate thereof on or before the
later of (i) 180 days after termination of the Merger Agreement or (ii) December
31, 1998.
Except for the agreement of Shareholder to vote the Shares in
accordance with Section 1 hereof, nothing in this Agreement shall: (a) require
Shareholder to acquire additional shares of Company Common Stock; or (b) require
the Shareholder, solely in his capacity as a director of the Company, to take or
refrain from taking any action consistent with the provisions of Section 6.9 of
the Merger Agreement or that would otherwise cause such director to violate his
fiduciary duties as a director to the Company's shareholders under applicable
law.
3. OPTION TO PURCHASE SHARES. (a) Shareholder hereby grants to Parent
an irrevocable option (the AOPTION") to purchase, subject to the terms of this
Section 3, the Option Shares at a price per share equal to (and payable in) that
number (the "EXCHANGE RATIO") of shares of common stock, par value $3.33 1/3 per
share ("PARENT STOCK"), of Parent equal to the result of dividing (1) $34.00 by
(2) the average of the per share closing sale price of Parent Stock, rounded to
four decimal places, as reported under "NYSE COMPOSITE REPORTS") in THE WALL
STREET JOURNAL for each of the five trading days in the period ending on the
trading day prior to the Closing Date (as defined below). In the event that the
shares of Company Common Stock are converted (whether by way of merger,
consolidation, share exchange, reclassification, recapitalization or otherwise)
into any other property, including shares or interests in any other entity, the
Option shall apply to such other property as if such property were Option
Shares.
(b) In the event Parent wishes to exercise the Option (or any portion
thereof), it shall send to Shareholder a written notice (the date of which is
referred to as the "NOTICE DATE") specifying (1) the total number of Option
Shares it will purchase pursuant to such exercise and (2) a place and date not
earlier than three business days nor later than 60 business days from the Notice
Date for the closing of such purchase (the "CLOSING DATE"); PROVIDED that, if
prior notification to, or approval of, the Federal Reserve Board or any other
regulatory or antitrust agency is required in connection with such purchase,
Parent shall promptly file the required notice or application for approval,
shall promptly notify Shareholder of such filing, and shall expeditiously
process the same and the period of time that otherwise would run pursuant to
this sentence shall run instead from the date on which any required notification
periods have expired or been terminated or such approvals have been obtained and
any requisite waiting period or periods shall have passed. Any exercise of the
Option shall be deemed to occur on the Notice Date relating thereto.
(c) At such closing, simultaneously with the delivery of the shares of
Parent Stock to be issued as consideration as provided in Section 3(a),
Shareholder shall deliver to Parent a certificate or certificates representing
the number of shares of Company Common Stock purchased by Parent and, if the
Option shall have been exercised in part only, a new Option evidencing the
rights of Parent to purchase the balance of the shares purchasable hereunder.
(d) Certificates for Parent Stock delivered at a closing hereunder may
be endorsed with a restrictive legend that shall read substantially as follows:
"The transfer of the shares represented by this certificate is subject
to certain provisions of an agreement, dated as of March 4, 1998,
between the registered holder hereof and First Union Corporation and to
resale restrictions arising under the Securities Act of 1933, as
amended. A copy of such agreement is on file at the principal office of
First Union Corporation and will be provided to the holder hereof
without charge upon receipt by First Union of a written request
therefor."
It is understood and agreed that: (1) the reference to the resale restrictions
of the Securities Act of 1933 (including the rules and regulations thereunder,
the "1933 ACT") in the above legend shall be removed by delivery of substitute
certificate(s) without such reference, if Shareholder shall have delivered to
Parent a copy of a letter from the staff of the SEC, or an opinion of counsel,
in form and substance reasonably satisfactory to Parent, to the effect that such
legend is not required for purposes of the 1933 Act; (2) the reference to the
provisions of this Agreement in the above legend shall be removed by delivery of
substitute certificate(s) without such reference, if the shares have been sold
or transferred in compliance with the provisions of this Agreement and under
circumstances that do not require the retention of such reference in the
reasonably opinion of counsel to Shareholder; and (3) the legend shall be
removed in its entirety if the conditions in the preceding clauses (1) and (2)
are both satisfied. In addition, such certificates shall bear any other legend
as may be required by law.
(e) Shareholder agrees: (a) that it will not avoid or seek to avoid
the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by Shareholder; (b) promptly to
take all action as may from time to time be required (including (1) complying
with all applicable premerger notification, reporting and waiting period
requirements specified in 15 U.S.C. Section 18a and regulations promulgated
thereunder and (2) in the event that, under the Bank Holding Company Act of 1956
(the "BHCA") or any state or other federal banking law, prior approval of or
notice to the Federal Reserve Board or to any state or other federal regulatory
authority is necessary before the Option may be exercised, cooperating fully
with Parent in preparing such applications or notices and providing such
information to the Federal Reserve Board or such state or other federal
regulatory authority as they may require) in order to permit Parent to exercise
the Option (or any portion thereof) and Shareholder duly and effectively to sell
shares of Common Stock pursuant hereto; and (3) promptly to take all action
provided in this Section 3 as and when required pursuant hereto.
(f) This Agreement (and the Option granted hereby) are exchangeable,
without expense, at the option of Parent, upon presentation and surrender of
this Agreement to Shareholder, for other Agreements providing for Options of
different denominations providing for the purchase, on the same terms and
subject to the same conditions as are set forth herein, in the aggregate the
same number of shares of Company Common Stock purchasable hereunder. The terms
"AGREEMENT" and "OPTION" as used herein include any Agreements and related
Options for which this Agreement (and the Option granted hereby) may be
exchanged. Upon receipt by Shareholder of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Agreement, and (in the
case of lass, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Agreement, if mutilated, Shareholder
will execute and deliver a new Agreement of like tenor and date in substitution
for the last, stolen, destroyed or mutilated Agreement.
(g) The number of shares of Company Common Stock purchasable upon the
exercise of the Option and the Option Price shall be subject to adjustment from
time to time as follows:
(1) In the event of any change in, or distributions in respect of
the Company Common Stock by reason of stock dividends, split-ups,
mergers, recapitalizations, combinations, subdivisions, conversions,
exchanges of shares of the like, the type and number of shares of
Company Common Stock purchasable upon exercise hereof shall be
appropriately adjusted and proper provision shall be made so that, in
the event that any additional shares of Company Common Stock are to be
issued or otherwise become outstanding as a result of any such change,
the number of shares of Company Common Stock that remain subject to
the Option shall be increased so that, after such issuance and
together with shares of Company Common Stock previously issued
pursuant to the exercise of the Option (as adjusted on account of any
of the foregoing changes in the Company Common Stock), it equals 24.9%
of the number of shares of Company Common Stock then issued and
outstanding;
(2) Whenever the number of shares of Company Common Stock
purchasable upon exercise hereof is adjusted as provided in Section
3(i)(1), the Exchange Ratio shall be adjusted by multiplying the
Exchange Ratio immediately prior to the adjustment by a fraction, the
numerator of which shall be equal to the number of shares of Common
Stock purchasable prior to the adjustment and the denominator of which
shall be equal to the number of shares of Company Common Stock
purchasable after the adjustment.
(h) Parent agrees to use its reasonable best efforts to take any and
all actions required of it in order to maintain the availability of Rule 144 for
the disposition by Shareholder of any shares of Parent Stock received by
Shareholder hereunder for a period of at least one year from the Closing Date on
which such shares of Parent Stock are so received.
(i) The periods for exercise by Parent of certain rights under this
Section 3 shall be extended: (a) to the extent necessary to obtain all
regulatory approvals for the exercise of such rights (for so long as Parent, as
the case may be, is using commercially reasonable efforts to obtain such
regulatory approvals), and for the expiration of all statutory waiting periods;
(2) during the pendency of any temporary restraining order, injunction or other
legal bar to exercise of such rights; and (3) to the extent necessary to avoid
liability under Section 16(b) of the Securities Exchange Act of 1934, as amended
(including the rules and regulations thereunder, the "1934 ACT") by reason of
such exercise.
(j) The Option may be exercised, in whole or part, if, but only if a
Triggering Event (as defined below) has occurred before the occurrence of an
Option Termination Event (as defined below) and Parent is not then in material
breach of its obligations under the Merger Agreement such that the Company would
be entitled to terminate pursuant to Section 8.1(c) thereof. Each of the
following shall be an "OPTION TERMINATION EVENT": (1) the Effective Time of the
Merger; (2) termination of the Merger Agreement in accordance with the
provisions thereof, if such termination occurs prior to the occurrence of an
Initial Event, and does not occur pursuant to Sections 8.1(b), (e), (f) or (g)
of the Merger Agreement (each, a "LISTED TERMINATION"); or (3) the passage of
fifteen months after termination of the Merger Agreement, if such termination is
concurrent with or follows the occurrence of an Initial Event or is a Listed
Termination.
(k) The term "INITIAL EVENT" shall mean any of the following events or
transactions occurring on or after the date hereof:
(1) The Company or any Subsidiary (as defined below), without
having received Parent's prior written consent, shall have entered
into an agreement to engage in an Acquisition Transaction (as defined
below) with any person (the term "PERSON" for purposes of this
Agreement having the meaning assigned thereto in Sections 3(a)(9) and
13(d)(3) of the ▇▇▇▇ ▇▇▇) other than Parent or any Parent Subsidiary
(as defined below), or the Board of Directors of the Company (the
"COMPANY BOARD") shall have recommended that the shareholders of the
Company approve or accept any Acquisition Transaction other than the
Merger. For purposes of this Agreement: (A) "ACQUISITION TRANSACTION"
shall mean (i) a merger or consolidation, or any similar transaction,
involving the Company or a Company Subsidiary (other than mergers,
consolidations or similar transactions (x) involving solely the
Company and/or one or more wholly owned Subsidiaries (as defined
below) of the Company or (y) in which the voting securities of the
Company outstanding immediately prior thereto continue to represent
(by either remaining outstanding or being converted into the voting
securities of the surviving entity of any such transaction) at least
50% of the combined voting power of the voting securities of the
Company or the surviving entity outstanding immediately after the
consummation of such merger, consolidation, or similar transaction,
PROVIDED that any such transaction is not entered into in violation of
the terms of the Merger Agreement), (ii) a purchase, lease or other
acquisition of 25% or more of the assets of the Company or a Company
Subsidiary other than transactions in the Company's ordinary course of
business (as defined in the Merger Agreement); or (iii) any
transaction described in Section 2 (k)(2); (B) "SUBSIDIARY" shall have
the meaning set forth in Rule 12b-2 under the 1934 Act; (C)
"SIGNIFICANT SUBSIDIARY" shall have the meaning set forth in Rule 1-02
of Regulation S-X promulgated by the Securities and Exchange
Commission (the "SEC"); (D) "COMPANY SUBSIDIARY" shall mean any
Significant Subsidiary of the Company; and (E) "GRANTEE SUBSIDIARY"
shall mean any Subsidiary of Parent.
(2) Any person other than Parent or any Parent Subsidiary shall
have acquired beneficial ownership or the right to acquire beneficial
ownership of 25% or more of the outstanding shares of Company Common
Stock or Company Preferred Stock (the term "BENEFICIAL OWNERSHIP" for
purposes of this Agreement having the meaning assigned thereto in
Section 13(d) of the 1934 Act);
(3) The shareholders of the Company shall have voted and failed
to approve the Merger Agreement or the Merger at a meeting which has
been held for that purpose or any adjournment or postponement thereof,
or such meeting shall not have been held in violation of the Merger
Agreement or shall have been canceled prior to termination of the
Merger Agreement if, prior to such meeting (or if such meeting shall
not have been held or shall have been canceled, prior to such
termination), it shall have been publicly announced that any person
(other than Parent or any Parent Subsidiary) shall have made, or
disclosed an intention to make, a proposal to engage in an Acquisition
Transaction;
(4) The Company Board shall have withdrawn or modified (or
publicly announced its intention to withdraw or modify) in any manner
adverse to Parent its recommendation that the shareholders of the
Company approve the transactions contemplated by the Merger Agreement,
or the Company or any Company Subsidiary shall have authorized,
recommended or proposed (or publicly announced its intention to
authorize, recommend or propose) an agreement to engage in an
Acquisition Transaction with any person other than Parent or a Parent
Subsidiary;
(5) Any person other than Parent or any Parent Subsidiary shall
have made, and not withdrawn, a proposal to the Company or its
shareholders to engage in an Acquisition Transaction and such proposal
shall have been publicly announced;
(6) Any person other than Parent or any Parent Subsidiary shall
have filed, and not withdrawn, with the SEC a registration statement
or tender offer materials with respect to a potential exchange or
tender offer that would constitute an Acquisition Transaction (or
filed a preliminary proxy statement with the SEC with respect to a
potential vote by its shareholders to approve the issuance of shares
to be offered in such an exchange or tender offer); or
(7) The Company shall have breached any covenant or obligation
contained in the Merger Agreement after any person other than Parent
or a Parent Subsidiary shall have made a proposal to the Company or
its shareholders to engage in an Acquisition Transaction, and
following such breach Parent would be entitled to terminate the Merger
Agreement (whether immediately or after the giving of notice or both).
(l) The term "TRIGGERING EVENT" shall mean any of the following events
or transactions occurring after the date hereof:
(1) The occurrence of any Initial Event described in Section
2(k)(1); or
(2) The occurrence of the Initial Event in Section 2(k)(2).
(m) Shareholder shall notify Parent promptly in writing of the
occurrence of any Initial Event or Triggering Event promptly after becoming
aware of the occurrence thereof, it being understood that the giving of such
notice by Shareholder shall not be a condition to exercise of the Option.
4. COVENANTS OF SHAREHOLDER. Except in accordance with the provisions
of this Agreement, Shareholder agrees (solely in his capacity as a shareholder)
not to:
(a) directly or indirectly, sell, transfer, pledge, assign or
otherwise dispose of, or enter into any contract, option, commitment
or other arrangement or understanding with respect to the sale,
transfer, pledge, assignment or other disposition of any of the
Shares;
(b) except as may be required to vote the Shares in accordance
with Section 1 hereof, grant any consents or proxies, deposit any
Shares into a voting trust or enter into any agreement with respect to
the voting of any Shares;
(c) take any action or omit to take any action which would
prohibit, prevent or preclude the Company from performing, or
otherwise impair the Company's ability to perform, its material
obligations under the Merger Agreement; or
(d) (1) solicit proxies or become a "PARTICIPANT" in a
"SOLICITATION" (as such terms are defined in Regulation 14A under the
▇▇▇▇ ▇▇▇) in opposition to or competition with the consummation of the
Merger or otherwise encourage or assist any party in taking or
planning any action which would compete with, impede, interfere with
or attempt to discourage the Merger or inhibit the timely consummation
of the Merger in accordance with the terms of the Merger Agreement,
(2) directly or indirectly encourage, initiate or cooperate in a
shareholders' vote or action by consent of the Company's shareholders
in opposition to or in competition with the consummation of the
Merger, or (c) become a member of a "GROUP" (as such term is used in
Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities
of the Company for the purpose of opposing or competing with the
consummation of the Merger.
5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Shareholder hereby
represents and warrants to Parent as follows:
(a) As of the date hereof, the Shareholder is the beneficial
owner of and possesses the absolute power to vote, or direct the
voting of, and to sell all the Shares, and the Shares include all
shares of Company Stock with respect to which Shareholder has the
right, power or authority to vote or sell and Shareholder does not own
or have any right to acquire any other shares of Company Stock, except
for employee stock options.
(b) Shareholder has all requisite power and authority to execute
and deliver this Agreement, to vote the Shares in accordance with
Sections 1 and 2 hereof, to grant the Option, to sell the Option
Shares in accordance with Section 3, and otherwise to perform its
obligations hereunder; and this Agreement has been duly executed and
delivered by Shareholder and constitutes the valid and binding
agreement of Shareholder, enforceable against Shareholder in
accordance with its terms (except as enforcement may be limited by
bankruptcy, insolvency and similar laws affecting creditors rights
generally and by general equitable principles).
(c) The execution and delivery of this Agreement by Shareholder
does not, and the consummation of the transactions contemplated
hereby, including, without limitation, the agreement of Shareholder to
vote of the Shares in accordance with Sections 1 and 2 hereof, to
grant the Option, to sell the Option Shares in accordance with Section
3, will not, constitute a breach or violation of, or a default under,
any agreement, indenture or other instrument to which the Shareholder
or, to the best of Shareholder's knowledge, the Company is a party
which breach, violation or default could reasonably be expected to
have any adverse effect on the Shareholder's ability to perform its
obligations hereunder.
(d) The consummation of the transactions contemplated by this
Agreement, including, without limitation, the agreement of Shareholder
to vote the Shares in accordance with Sections 1 and 2 hereof, to
grant the Option, to sell the Option Shares in accordance with Section
3, will not require any consent, waiver or approval under any such
judgment, decree, order, governmental permit or license, or agreement,
indenture or instrument referred to in Section 5(c) hereof, other than
any consents, waivers or approvals contemplated by the Merger
Agreement and the schedules thereto or such consents, waivers or
approvals the absence of which would not have an adverse effect on the
transactions contemplated by this Agreement or any adverse effect on
the Shareholder's ability to perform its obligations hereunder or
thereunder.
(e) The Shares are now and will at all times during the term of
this Agreement be held of record and beneficially by the Shareholder
free and clear of all liens, claims, security interests or any other
encumbrances whatsoever, other than restrictions upon resale which may
be imposed by Federal or state securities laws and other than Option
Shares sold to Parent hereunder.
6. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents
and warrants to Shareholder that it has the corporate power and authority to
execute, deliver and perform this Agreement; such execution, delivery and
performance have been duly authorized by all necessary corporate action; and
this Agreement has been duly executed and delivered by Parent and constitutes
the valid and binding agreement of Parent, enforceable against Parent in
accordance with its terms (except as enforcement may be limited by bankruptcy,
insolvency and similar laws affecting creditors rights generally and by general
equitable principles).
7. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed by the applicable party hereto in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that each of
the parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement by the other and to enforce specifically the terms
and provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which it is entitled
at law or in equity.
8. FURTHER ASSURANCES. Shareholder and Parent agree to execute and
deliver all such further documents and instruments and take all such further
reasonable action as may be necessary or appropriate, including cooperation in
obtaining any and all required regulatory approvals, in order to consummate the
transactions contemplated hereby, including, without limitation, the agreement
of Shareholder to vote the Shares in accordance with Section 1 hereof.
9. EXPENSES. Except as may otherwise be provided herein, no party
hereto shall be responsible for the payment of any other parties' expenses
incurred in connection with this Agreement.
10. ASSIGNMENT; THIRD PARTY BENEFICIARIES. Shareholder may not assign
any of its rights or obligations under this Agreement, and any purported
assignment thereof shall be null and void. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and its
respective successors and permitted assigns, and its is not the intention of the
parties to confer third party beneficiary rights upon any other person or
entity. Parent may assign its rights hereunder; PROVIDED that until the date 15
days following the date on which the Federal Reserve Board has approved an
application by Parent to acquire the Shares subject to the Option, Parent may
not assign its rights under the Option except in (a) a widely dispersed public
distribution, (b) a private placement in which no one party acquires the right
to purchase in excess of 2% of the voting shares of the Company, (c) an
assignment to a single party (E.G., a broker or investment banker) for the sole
purpose of conducting a widely dispersed public distribution on Parent's behalf
or (d) any other manner approved by the Federal Reserve Board.
11. AMENDMENTS. This Agreement may not be modified, amended, altered
or supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
12. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and delivered personally or by telecopy
transmission or sent by registered or certified mail or by any express mail
service, postage or fees prepaid, addressed as follows:
(a) if to Parent:
First Union Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Esq.
General Counsel
with copies to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to Shareholder:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
c/o The Money Store Inc.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
13. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by
and construed in accordance with the laws of the State of New Jersey (without
regard to principles of conflicts of laws). Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, such
provision shall be interpreted to be only so broad as is enforceable.
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute but one agreement.
15. EFFECT OF HEADINGS. The descriptive headings contained herein are
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
FIRST UNION CORPORATION
By:____________________________________
Name:
Title:
SHAREHOLDER
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Name: