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VOTING AGREEMENT
This Voting Agreement dated as of May 7, 1998, is entered into by and
between Mercantile Bancorporation Inc. ("Mercantile"), and the undersigned
shareholder ("Shareholder") of First Financial Bancorporation, an Iowa
corporation ("First Financial").
WHEREAS, First Financial, Mercantile and Ameribanc, Inc., a wholly
owned subsidiary of Mercantile ("Ameribanc"), 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 capital stock of
First Financial (collectively, the "First Financial Stock") by means of a
merger between First Financial and Ameribanc; and
WHEREAS, Mercantile is willing to expend the substantial time, effort
and expense necessary to implement the Merger only if Shareholder enters into
this Voting Agreement; and
WHEREAS, the undersigned shareholder of First Financial believes that
the Merger is in her best interest and the best interest of First Financial.
NOW, THEREFORE, in consideration of the premises, Shareholder hereby
agrees as follows:
1. Voting Agreement. Shareholder shall vote all of the shares
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of First Financial Stock she now owns of record or has voting control with
respect to or hereafter acquires, in favor of the Merger at the meeting of
shareholders of First Financial to be called for the purpose of approving the
Merger (the "Meeting").
2. No Competing Transaction. Shareholder shall not vote any
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of her shares of First Financial Stock in favor of any other merger or sale
of all or substantially all the assets of First Financial to any person other
than Mercantile or its affiliates until the effective time of the Merger,
termination of the Agreement or abandonment of the Merger by the mutual
agreement of First Financial and Mercantile, whichever comes first.
3. Transfers Subject to Agreement. Shareholder shall not
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transfer her shares of First Financial 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 satisfactory
to Mercantile.
4. No Ownership Interest. Nothing contained in this Voting
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Agreement shall be deemed to vest in Mercantile any direct or indirect
ownership or incidence of ownership of or with respect to any shares of First
Financial Stock. All rights, ownership and economic benefits of and relating
to the shares of First Financial Stock shall remain and belong to
Shareholder, and Mercantile shall have no authority to manage, direct,
superintend, restrict, regulate, govern or administer any of the policies or
operations of First Financial or exercise any power or authority to direct
Shareholder in the voting of any of her shares of First Financial Stock,
except as otherwise expressly provided herein.
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5. Evaluation of Investment. Shareholder, by reason of her
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knowledge and experience in financial and business matters, believes herself
capable of evaluating the merits and risks of the potential investment in
common stock of Mercantile, $0.01 par value ("Mercantile Common Stock"),
contemplated by the Agreement.
6. Documents Delivered. Shareholder acknowledges having
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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 her 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
First Financial:
(a) Mercantile's Annual Report on Form 10-K for the year
ended December 31, 1997; and
(b) Mercantile's Current Reports on Form 8-K dated
January 10, 1998 and January 30, 1998.
7. Amendment and Modification. This Voting Agreement may be
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amended, modified or supplemented at any time by the written approval of such
amendment, modification or supplement by Shareholder and Mercantile.
8. Entire Agreement. This Voting Agreement evidences the
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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.
9. Severability. Nothing in this Agreement shall be construed
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to require any party to take any action or fail to take any action in
violation of any applicable law, rule or regulation. The parties agree that
if any 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. Counterparts. This Voting Agreement may be executed in two
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11. Governing Law. The validity, construction, enforcement and
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effect of this Voting Agreement shall be governed by the internal laws of the
State of Missouri, without regard to its conflict of laws principles.
12. Headings. The headings for the paragraphs of this Voting
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Agreement are inserted for convenience only and shall not constitute a part
hereof or affect the meaning or interpretation of this Voting Agreement.
13. Termination. This Voting Agreement shall terminate upon
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the consummation of the Merger or upon termination of the Agreement,
whichever comes first.
14. Successors. This Voting Agreement shall be binding upon
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and inure to the benefit of Mercantile and its successors, and Shareholder
and Shareholder's spouse and their
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respective executors, personal representatives, administrators, heirs, legatees,
guardians and other legal representatives. This Voting Agreement shall survive
the death or incapacity of Shareholder. This Agreement may be assigned by
Mercantile only to an affiliate of Mercantile.
MERCANTILE BANCORPORATION INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President
Mercantile Bank National Association
Authorized Officer
SHAREHOLDER
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