Exhibit 2.2
VOTING AGREEMENT
This Voting Agreement dated as of April 13, 1998, is entered into by and between
Mercantile Bancorporation Inc. ("Mercantile"), and the undersigned director and
stockholder ("Stockholder") of Financial Services Corporation of the Midwest, a
Delaware corporation ("FSCM").
WHEREAS, FSCM, 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 FSCM (collectively, the "FSCM
Stock") by means of a merger between FSCM and Ameribanc; and
WHEREAS, Mercantile 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 undersigned stockholder of FSCM believes that the Merger is in his
best interest and the best interest of FSCM.
NOW, THEREFORE, in consideration of the premises, Stockholder hereby agrees as
follows:
1. Voting Agreement. Stockholder shall vote all of the shares of FSCM Stock
he now owns of record or has voting control with respect to or hereafter
acquires, in favor of the Merger at the meeting of stockholders of FSCM to
be called for the purpose of approving the Merger (the "Meeting").
2. No Competing Transaction. Stockholder shall not vote any of his shares of
FSCM Stock in favor of any other merger or sale of all or substantially
all the assets of FSCM 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 FSCM and
Mercantile, whichever comes first.
3. Transfers Subject to Agreement. Stockholder shall not transfer his shares
of FSCM 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 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 FSCM Stock. All rights,
ownership and economic benefits of and relating to the shares of FSCM
Stock shall remain and belong to Stockholder, and Mercantile shall have no
authority to manage, direct, superintend, restrict, regulate, govern or
administer any of the policies or operations of FSCM or exercise any power
or authority to direct Stockholder in the voting of any of his shares of
FSCM Stock, except as otherwise expressly provided herein, or the
performance of his duties or responsibilities as a director of FSCM.
5. Evaluation of Investment. Stockholder, by reason of his knowledge and
experience in financial and business matters and in his capacity as a
director of a financial institution, believes himself 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. Stockholder acknowledges having 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 his 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 FSCM:
(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 amended, modified
or supplemented at any time by the written approval of such amendment,
modification or supplement by Stockholder and Mercantile.
8. Entire Agreement. This Voting Agreement evidences 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.
9. Severability. 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 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 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 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 the consummation
of the Merger or upon termination of the Agreement, whichever comes first.
14. Successors. This Voting Agreement shall be binding upon and inure to the
benefit of Mercantile and its successors, and Stockholder and
Stockholder's spouse and their respective executors, personal
representatives, administrators, heirs, legatees, guardians and other
legal representatives. This Voting Agreement shall survive the death or
incapacity of Stockholder. This Agreement may be assigned by Mercantile
only to an affiliate of Mercantile.
MERCANTILE BANCORPORATION INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President
Mercantile Bank National Association
Authorized Officer
STOCKHOLDER
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