850292 - 4 -
VOTING AGREEMENT
This Voting Agreement dated as of January 10, 1998, is
entered into between Mercantile Bancorporation Inc.
("Mercantile"), and the undersigned director and shareholder
("Shareholder") of CBT Corporation ("CBT").
WHEREAS, CBT, 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 CBT (collectively, the
"CBT Stock") by means of a merger between CBT 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 CBT believes
that the Merger is in his best interest and the best interest of
CBT.
NOW, THEREFORE, in consideration of the premises,
Shareholder hereby agrees as follows:
1. Voting Agreement. Shareholder shall vote all
of the shares of CBT 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 shareholders of CBT to be called for the
purpose of approving the Merger (the "Meeting").
2. No Competing Transaction. Shareholder shall
not vote any of his shares of CBT Stock in favor of any other
merger or sale of all or substantially all the assets of CBT 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 CBT and
Mercantile, whichever comes first.
3. Transfers Subject to Agreement. Shareholder
shall not transfer his shares of CBT 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 CBT Stock. All rights, ownership and
economic benefits of and relating to the shares of CBT 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 CBT or
exercise any power or authority to direct Shareholder in the
voting of any of his shares of CBT Stock, except as otherwise
expressly provided herein, or the performance of his duties or
responsibilities as a director of CBT.
5. Evaluation of Investment. Shareholder, 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. Shareholder
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 CBT:
(a) Mercantile's Annual
Report on Form 10-K for the year
ended December 31, 1996, as amended
by Form 10-K/A;
(b) Mercantile's Quarterly
Reports on Form 10-Q for the
quarters ended March 31, 1997,
June 30, 1997 and September 30,
1997; and
(c) Mercantile's Current
Reports on Form 8-K dated April 25,
1997, May 13, 1997, July 1, 1997,
two dated September 25, 1997 and
Current Report on Form 8-K/A dated
May 22, 1997.
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 Shareholder 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 Shareholder and Shareholder'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
Shareholder. This Agreement may be assigned by Mercantile only
to an affiliate of Mercantile.
MERCANTILE BANCORPORATION INC.
By:
John W. Rowe, Executive
Vice President
Mercantile Bank National Association
Authorized Officer
SHAREHOLDER