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VOTING AGREEMENT
This Voting Agreement dated as of March 20, 1997 is entered
into between ALLEGIANT BANCORP, INC. ("Allegiant"), and the
undersigned stockholder ("Stockholder") of RELIANCE FINANCIAL, INC.
("Reliance").
WHEREAS, Reliance and Allegiant have proposed to enter into an
Agreement and Plan of Merger (the "Agreement"), dated as of the
date hereof, which contemplates the acquisition by Allegiant of
100% of the common stock of Reliance (the "Reliance Stock") by
means of a merger of Reliance with and into Allegiant (the
"Merger"); and
WHEREAS, Allegiant 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 Stockholder believes that the Merger is in his
best interest and the best interest of Reliance;
NOW, THEREFORE, in consideration of the premises, Stockholder
hereby agrees as follows:
1. Voting Agreement. Stockholder shall vote, or cause
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to be voted, all of the shares of Reliance Stock he now or
hereafter owns and over which he now has, or prior to the record
date for voting at the Meeting (as hereinafter defined) acquires,
voting control in favor of approving the Agreement and the
transactions contemplated thereby at the meeting of stockholders of
Reliance to be called for such purpose (the "Meeting").
2. No Competing Transaction. Stockholder shall not
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vote any of his shares of Reliance Stock in favor of any other
merger or sale of all or substantially all the assets of Reliance
to any person other than Allegiant or its affiliates until closing
of the Merger, termination of the Agreement or abandonment of the
Merger by the mutual agreement of Reliance and Allegiant, whichever
comes first.
3. Transfers Subject to Agreement. Stockholder shall
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not transfer his shares of Reliance 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 reasonably satisfactory to Allegiant.
4. No Ownership Interest. Nothing contained in this
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Voting Agreement shall be deemed to vest in Allegiant any direct or
indirect ownership or incidence of ownership of or with respect to
any shares of Reliance Stock. All rights, ownership and economic
benefits of and relating to the shares of Reliance Stock shall
remain and belong to Stockholder and Allegiant shall have no
authority to manage, direct, superintend, restrict, regulate,
govern or administer any of the policies or operations of Reliance
or exercise any power or authority to direct Stockholder in the
voting of any of his shares of Reliance Stock, except as otherwise
expressly provided herein, or the performance of his duties or
responsibilities as a director of Reliance.
5. Evaluation of Investment. Stockholder, by reason of
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his knowledge and experience in financial and business matters and
in his capacity as a director and/or executive officer of a
financial institution, believes himself capable of evaluating the
merits and risks of the potential investment in common stock of
Allegiant, $0.01 par value ("Allegiant Common Stock"), contemplated
by the Agreement.
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6. Documents Delivered. Stockholder acknowledges
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having reviewed the Agreement and its attachments and that reports,
proxy statements and other information with respect to Allegiant
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 Allegiant delivered the following such
documents to Reliance:
(a) Allegiant's Annual Report on Form 10-K
for the year ended December 31, 1996; and
(b) Allegiant's Annual Report to Shareholders
for the year ended December 31, 1996.
7. Amendment and Modification. This Voting Agreement
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may be amended, modified or supplemented at any time by the written
approval of such amendment, modification or supplement by
Stockholder and Allegiant.
8. Entire Agreement. This Voting Agreement evidences
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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 Reliance and
the Stockholder concerning the Agreement, disposition or control of
the stock of Reliance.
9. 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 and
the rights and obligations of the parties shall be construed and
enforced accordingly.
10. Specific Performance. The parties hereto agree that
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if for any reason the Stockholder shall have failed to perform his
obligations under this Voting Agreement, then Allegiant shall be
entitled to specific performance and injunctive and other equitable
relief, and the Stockholder further agrees 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 Allegiant
may have against the Stockholder for any failure to perform his
obligations under this Voting Agreement.
11. Counterparts. This Voting Agreement may be executed
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in two counterparts, 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, without regard to
its conflicts of law principles.
13. Headings. The headings for the paragraphs of this
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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 terminate
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upon the consummation of the Merger, termination of the Agreement
or abandonment of the Merger by the mutual agreement of Reliance
and Allegiant, whichever comes first.
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15. Successors. This Voting Agreement shall be binding
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upon and inure to the benefit of Allegiant 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 Allegiant only to an affiliate of Allegiant.
ALLEGIANT BANCORP, INC.
By: _______________________________________________
▇▇▇▇▇▇ ▇. Wool
Chairman and Chief Executive Officer
STOCKHOLDER
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Name (printed):____________________________________
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